Gladstone Capital Corporation (GLAD) Earnings Call Transcript & Summary

Good day, and thank you for standing by, and welcome to the 2022 Annual Stockholders Meeting of Gladstone Capital Corporation. [Operator Instructions] I would now like to hand the conference over to your first speaker today, Michael LiCalsi. Thank you. Please go ahead, sir.

Thanks, and good morning. Welcome to the 2022 Annual Stockholders Meeting of Gladstone Capital Corporation. I'm Mike LiCalsi, General Counsel of the company, and we have with us the following representatives of the company: Nicole Schaltenbrand, Chief Financial Officer and Treasurer; and Erich Hellmold, Deputy General Counsel, who will also act as secretary of this meeting. I'd also like to say that John Wayne, a representative of PwC, PricewaterhouseCoopers, our independent registered public accounting firm, is here with us as well on the phone. It is now 11:01 a.m., and the meeting will now officially come to order. We will proceed with the business of the meeting as set in the Notice of Annual Meeting and Proxy statement. We have appointed Erich Hellmold to be the acting secretary of the meeting. Will the secretary please report on the mailing of the notice of the meeting and the stockholders' list?

I have here a complete list of the stockholders of record of the company's common stock on December 3, 2021, the record date for this meeting. I also have an affidavit certifying that on December 17, 2021, a notice of the Annual Meeting of Stockholders of the company was first mailed to all stockholders of record as of the close of business on December 3, 2021.

Thanks, Erich. Myself and Nicole Schaltenbrand, the CFO and Treasurer of the company, have been appointed as the inspectors of election at this meeting. Broadridge Financial Solutions tabulated the vote. The inspectors and their staffs have been in contact with the representatives from Broadridge in connection with the vote tally. Both myself and Nicole have also taken the -- taken and subscribed the customary oath of office to partially execute the duties as inspectors of election and file these results with the records of the meeting, and the function is to decide upon the qualifications of voters, except votes since the end of voting or balloting tally to file vote. Now will the secretary please report, at this time, with respect to the existence of a quorum?

Proxies have been received for 65.97% of the 34,304,371 shares of common stock outstanding on the record date. A total of 22,633,368 shares are present in person or by proxy which constitutes a quorum for the meeting today, and we may now carry out the official business of the meeting.

Thank you. We'll now proceed with the business, and there are 2 proposals to be considered by the stockholders: proposal 1 for our common stockholders to elect common directors, Paul Adelgren, John Outland and David Gladstone, each to a 3-year term, expiring on the 2025 Annual Meeting of Stockholders or until his successor is elected and qualified; and proposal 2, to ratify the Audit Committee's selection of PwC as the company's independent registered public accounting firm for fiscal year ending September 30, 2022. Time is now 11:03 on February 3, and the polls have been open for voting by computer for some time now and they're still open. Polls will be closed to voting after we go through the matters one more time. The first item of business is the election of Paul Adelgren, John Outland and David Gladstone, each to serve as a director until the 2025 meeting or until his successor is elected and qualified. Any discussion? The second final item of business is to ratify the Audit Committee selection of PwC as independent registered public accounting firm for fiscal year ending September 30, 2022. That is the final proposal for the meeting, is there any discussion on that? Voting is by proxy and written ballot. You do not need to vote through the portal for the meeting today if you have already voted. Now each share of common stock is entitled to 1 vote for each matter on which they're entitled to vote. The time is now 11:04 and the polls are now closed for voting. Mr. Secretary, have you finished counting the votes? If so, may we have the results?

The report of the inspectors of this election cover the proposals presented at the meeting as follows: proposal to elect Paul Adelgren, John Outland and David Gladstone, each as a director of the company to serve a term that will expire at the 2025 Annual Meeting is carried; the proposal to ratify our Audit Committee's selection of PwC as our independent registered public accounting firm for fiscal year ending September 30, 2022, is carried. A full tally of the votes will be filed with the SEC on Form 8-K within the next 4 business days.

That is the end of the business on the agenda of the stockholders' meeting. We want to thank all shareholders for joining today's meeting. This meeting is adjourned at 11:05 a.m.