Monroe Capital Corporation (MRCC)
Apr 14, 2026 - MRCC was delisted (reason: merged into HRZN)
5.08
+0.11 (2.21%)
Inactive · Last trade price on Apr 14, 2026
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EGM 2026

Mar 13, 2026

Operator

Good day everyone, and welcome to the Monroe Capital Corporation special meeting. Now I'll turn the call over to your host, Mick Solimene . Please go ahead, Mick.

Mick Solimene
CFO and Chief Investment Officer, Monroe Capital Corporation

Thank you, operator. Good afternoon, ladies and gentlemen. The special meeting of stockholders of Monroe Capital Corporation, referred to as MRCC or the company, will now come to order. I am Mick Solimene, Chief Financial Officer and Chief Investment Officer of the company. I have been appointed by the board as the chairman of the meeting. It is a pleasure to welcome you to this special meeting of stockholders of MRCC. We are also joined today by the following members of the MRCC board: Thomas Allison, Jeffrey A. Golman, Lynn J. Jerath, and Robert S. Rubin. Ronald A. Holinsky, the company's chief compliance officer, chief legal officer, and corporate secretary, will serve as secretary of the meeting and record the proceedings. He will now confirm that notice of the meeting was properly given and will file the proof of notice of this meeting with the minutes.

Ronald A. Holinsky
Chief Compliance Officer, Chief Legal Officer, and Corporate Secretary, Monroe Capital Corporation

Mr. Chairman, I confirm that in conformity with the company's bylaws, proper notice of this meeting was given to all shareholders of record as of January 15th, 2026, based upon an affidavit of Broadridge Financial Solutions, Inc. The affidavit from Broadridge certifies as to the giving of notice of this meeting and the sending to stockholders of record as of January 15th, 2026. The notice of special meeting and related proxy statement, all of which Broadridge commenced distributing to stockholders on January 20th, 2026. Charles Zaid of American Election Services, LLC, has been appointed to serve as the inspector of election for this meeting. He has signed an oath to act as inspector of election, and this oath will be filed with the minutes of this meeting. Mr.

Zaid has determined that there are holders of 13,677,893 outstanding shares of the company's common stock present in person and represented by proxy at this meeting out of 21,666,340 issued and outstanding shares of common stock as of January fifteenth, 2026 record date, representing approximately 63.13% of the voting power of all issued and outstanding shares of common stock entitled to vote at this meeting. Therefore, a quorum is present.

Mick Solimene
CFO and Chief Investment Officer, Monroe Capital Corporation

Mr. Holinsky, secretary of the meeting, 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. As you assess the virtual room for this meeting, you should have gained access to the rules which will govern the meeting. As stated in the notice of special meeting, the only items of business for consideration at this meeting are, one, to approve the asset sale proposal, and two, to approve the merger proposal, each as defined and described in the proxy materials previously delivered and made available to all stockholders entitled to participate in this meeting. Proposal one is to approve the asset sale proposal as defined and described in the proxy statement. The board of directors of the company, including its independent directors, recommends that stockholders vote for this proposal.

It is now 2:34 PM Eastern time on March 13th, 2026, and the polls will now open on the asset sale proposal. All MRCC stockholders entitled to vote at this meeting have the ability to do so online. If you are a stockholder entitled to vote and have not yet voted, or if you want to change your previously cast vote, please do so via the website used to access this meeting. Please remember that if you have already voted by proxy, it is not necessary to vote again. The polls for this proposal will close shortly. The time is now 2:35 PM Eastern time on March 13th, 2026, and the polls are closed on the asset sale proposal. No further voting shall be permitted on this matter.

The inspector of election will tabulate the votes for the asset sale proposal. We will now proceed with the next item of business. Proposal 2 is to approve the merger proposal as defined and described in the proxy statement. The board of directors of the company, including its independent directors, recommends that stockholders vote for this proposal. It is now 2:36 P.M. Eastern time on March thirteen, two thousand and twenty-six, and the polls will now open on the merger proposal. All MRCC stockholders entitled to vote at this meeting have the ability to do so online. If you are a stockholder entitled to vote and have not yet voted, or if you want to change your previously cast vote, please do so via the website used to access this meeting. Please remember that if you have already voted by proxy, it is not necessary to vote again.

The polls for this proposal will close shortly. The time is now 2:36 PM Eastern Time on March 13th, 2026, and the polls are closed on the merger proposal. No further voting shall be permitted on this matter. The inspector of election will tabulate the votes for the merger proposal. We will now proceed with the next item of business. Before we move to the report of the inspector of election, I would again like to express my sincere appreciation to the stockholders who participated in this meeting, as well as those who submitted their proxies but were unable to attend. The inspector will now provide a preliminary report with respect to the proposals. Following the meeting, the inspector will file a final report with the Secretary of the company.

We expect to report the results of the voting on a Form 8-K to be filed with the SEC within four business days of this meeting. Is the inspector ready to provide a preliminary report with respect to the proposals?

Charles Zaid
Inspector of Election, American Election Services, LLC

Yes, Mr. Chairman. I have examined the proxies voted and with respect to the proposals, I find that with respect to proposal one, the asset sale proposal, 11,645,478 shares, which is 53.74% of the outstanding shares of the MRCC common stock entitled to vote at this meeting, were voted for the proposal. With respect to proposal two, the merger proposal, 11,636,057 shares, which is 53.70% of the outstanding shares of the MRCC common stock entitled to vote at this meeting, were voted for the proposal.

Mick Solimene
CFO and Chief Investment Officer, Monroe Capital Corporation

Based on the report of the Inspector of Election, I am pleased to announce that each of the proposals has received the affirmative vote of the holders of a majority of the outstanding shares of MRCC common stock entitled to vote at this meeting and are thereby approved. This concludes the matters to be acted upon at this special meeting. The meeting is hereby adjourned. Thank you again for your participation.

Operator

That concludes our meeting today. You may now disconnect.

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