Good morning. The meeting will now come to order. My name is Ted Koenig, and I am Chairman of the Board and Chief Executive Officer of Monroe Capital Corporation. Welcome to the 2025 Annual Meeting of Stockholders of Monroe Capital Corporation. This meeting is being webcast live. Welcome to those stockholders participating by webcast. An agenda that outlines the order of business for the meeting has been made available. The matters on which the stockholders represented at the meeting are voting are as follows: One, to elect two Class 1 directors. Two, to approve a proposal to allow us to sell shares of our common stock during the next 12 months at a price below our then-current net asset value per share. Three, to transact such other business as may properly come before the meeting or any adjournment or postponement thereof.
I would like to begin the meeting by introducing the current members of the company's board of directors. I am Chairman of the Board, and joining me today via the webcast are the following: Nick Solimene, Chief Financial Officer and Chief Investment Officer; Thomas J. Allison, Director and Chair of our Audit Committee and a Director Nominee; Robert S. Rubin, Director and Chair of our Compensation Committee and a Director Nominee; Jeffrey Goldman, Director and Chair of our Nominating and Corporate Governance Committee; and Lynn Jareth, Director. On behalf of the company and the board of directors, I would like to welcome the stockholders who have joined today. I would also like to welcome the representatives of Grant Thornton, LLP, our independent auditors, and Charles Zade, a representative of American Election Services, LLC, the official tabulator of ballots at this meeting. Mr.
Solimene will serve as Secretary of the Meeting and record the proceedings. He has delivered an affidavit of Broadridge Financial Solutions, Inc. as to the mailing of notice of the meeting, which states that on April 21, 2025, notice of the meeting together with the related proxy materials were mailed to all stockholders of record as of the close of business on April 7, 2025, the record date for the meeting. This affidavit is available if any stockholder wishes to examine it and will be filed with the minutes of this meeting. Mr. Solimene will now discuss the procedures for transacting the business of the meeting.
Good morning. The agenda has been posted on the website for the virtual meeting. The meeting will take place as described in the agenda. When an item of business on the agenda is before the meeting for consideration, questions and comments should be limited to that item. If a stockholder has a question or comment not related to a business item on the agenda, an opportunity to raise other questions and comments will be provided later after voting on the proposals described in the proxy statement. The rules of conduct have been posted on the website for the virtual meeting. Stockholders will have the opportunity to make a statement about any resolution pending on the floor. If you wish to make a statement, please submit your statement via the Q&A function on the website, and your statement will be read aloud.
Please keep your statements brief and limited to the specific item up for discussion. If any statement is too long or not relevant to the item up for discussion, it will not be read aloud. If you desire to vote during the meeting, you may vote by using the voting function on the website that is hosting the annual meeting. Any ballot not received when called for will not be counted. While the votes are being tabulated, we will accept general questions from stockholders or proxy voters. If you wish to ask a question, please submit your question through the Q&A function on the website. We will read the question aloud, and we will answer the question on the webcast. Please keep your questions brief and limited to the specific item up for discussion.
If any question is too long or not relevant to the item up for discussion, it will not be read aloud. When the report of the Inspector of Elections is complete, we will announce the results. If any stockholder has any matter of individual concern, please raise it after the meeting.
Thank you, Mick. I hereby appoint Charles Zade of American Election Services as Inspector of Elections for the meeting and any adjournment or postponement of this meeting. He has signed an oath to act as Inspector of Elections, and this oath will be filed with the minutes of this meeting. The Inspector has the stockholder list of the company as of the close of business on April 7, 2025, the record date for the meeting, which shows the stockholders and their respective number of shares entitled to vote at this meeting. This list is available if any stockholder wishes to examine it and will be filed with the minutes of the meeting. Mr. Solimene, do you have a report regarding the existence of a quorum?
The stockholder list shows 21,666,340 shares of common stock are entitled to vote at this meeting. We are informed by the Inspector of Elections that there are represented at the meeting or by proxy at least 11,252,209 shares of common stock, or approximately 51.93% of all shares entitled to vote at this meeting. This constitutes a quorum for the purpose of transacting business.
Mr. Solimene has advised us that a quorum is present at the meeting, so I declare the meeting duly and lawfully convened. The meeting is now open and ready for business. Proposal One. The first item of business is the election of two Class 1 directors of the company. The proxy statement sent to you earlier listed our nominees for director. The candidates for director who have been nominated to serve as Class 1 directors by the company's Nominating and Corporate Governance Committee and Board of Directors are Thomas J. Allison and Robert S. Rubin. In accordance with the bylaws of the company, stockholders are required to provide advance notice of their intent to nominate candidates for directors. No such notice was received. Therefore, I declare the nominations for directors closed. A motion to elect the two Class 1 directors as described in the proxy statement is now in order.
My name is Corina Saul, and I am a stockholder of the company. I hereby move that each Thomas J. Allison and Robert S. Rubin be elected as Class 1 directors to serve until the 2028 Annual Meeting of Stockholders or until their respective successors are elected and qualified.
My name is Alex Parmacek, and I am a stockholder of the company. I second the motion.
Are there any questions or comments on this motion? If so, please submit them on the website using the Q&A function. If not, I hereby declare the polls open to vote on the motion. Any stockholders desiring to vote during the meeting should do so at this time. There being no further discussion, I hereby declare the polls open to vote on the motion. Any stockholders desiring to vote during the meeting should do so at this time. If you wish to vote during the meeting, please submit your vote via the website at this time. I now declare the polls closed on this motion. While the ballots are being collected, we will proceed with the next item on the agenda. Proposal Two.
The second proposal set forth in our proxy statement is to grant flexibility for the company, subject to approval of our board of directors, to sell shares of our common stock during the next 12 months at a price below our then-current net asset value per share, subject to certain conditions. This proposal was discussed in the proxy statement that was sent to you earlier. A motion to vote on this flexibility for the company, as described in the proxy statement, is now in order.
My name is Corina Saul, and I am a stockholder. I hereby move that the company be authorized to sell shares of its common stock during the next 12 months at a price below the company's then-current net asset value per share, as described in the proxy statement.
My name is Alex Parmacek, and I am a stockholder. I second the motion.
Are there any questions or comments on this motion? If so, please submit them via the website using the Q&A function. If not, I hereby declare the polls open to vote on the motion. Any stockholders desiring to vote during the meeting should do so at this time. There being no further discussion, I hereby declare the polls open to vote on the motion. Any stockholders desiring to vote during the meeting should do so at this time. If you wish to vote during the meeting, please submit your vote via the website at this time. There being no one else who wishes to vote during the meeting, I now declare the polls closed on this motion. While the ballots are being tabulated, we will proceed with the next item on the agenda.
At this time, I would like to open the meeting to any questions that any stockholders may have. If you have a question relating to the company but not to the matters already voted on at the meeting, you may raise them while the votes are being tabulated. Only matters that may concern all stockholders should be raised at this time. Any matter of individual concern to a stockholder should be raised after the meeting, when representatives of the company will be available to respond to your questions. If you wish to ask a question, please submit your question electronically through the website that is hosting this virtual meeting.
I can confirm that there are no questions from shareholders.
Thank you. I understand that the votes have been counted and the preliminary report of the Inspector of Elections has been delivered to the company. Mr. Solimene, will you please announce the results of the stockholders' vote?
The preliminary report of the Inspector of Elections indicates that Thomas J. Allison and Robert S. Rubin have been elected as Class 1 directors by the stockholders. Each candidate received the affirmative vote of at least 8,906,506 shares, representing more than a plurality of the votes cast at the meeting and by proxy. Approval of the company to sell shares below net asset value during the next 12 months has been approved by the stockholders by the affirmative vote of at least 8,793,303 shares, representing both a majority of the outstanding shares of our common stock and a majority of the outstanding shares of our common stock not held by affiliated persons of ours.
For the purpose of this calculation, a majority of outstanding shares means the lesser of 67% of the common stock present or represented at the meeting by proxy or 50% of the outstanding common stock of the company.
I hereby request that the final report of the Inspector of Elections be filed with the minutes of this meeting. You have now heard the results of the voting, and this completes the business to be conducted at this meeting. Since there are no other matters to come before the meeting, a motion to adjourn the meeting is now in order.
My name is Corina Saul, and I'm a stockholder. I hereby move that this meeting be adjourned.
My name is Alex Parmacek, and I'm a stockholder. I second the motion.
All in favor of the motion of adjournment, please signify by saying aye.
Aye.
Aye.
Those opposed, please signify by saying no. The motion has been carried. I hereby declare this meeting adjourned. I would like to take this opportunity to thank you for your attendance and interest.
That concludes our meeting today. Thank you for joining. You may now disconnect.
The host has ended.