Gladstone Investment Corporation (GAIN) Earnings Call Transcript & Summary

Good morning. Welcome to the 2020 Annual Stockholders Meeting of Gladstone Investment Corporation. My name is Mike LiCalsi. I'm the General Counsel and Secretary of the company. With me, I have Erich Hellmold, our Assistant General Counsel; and Chief Financial Officer and Treasurer, Julia Ryan. The time is now 11 AM, and the meeting will now officially come to order. We will proceed with the business of the meeting as set forth in your notice of annual proxy and proxy statement. Erich Hellmold will be the secretary of the meeting. Will the secretary please report the mailing of the notice of the annual meeting and stockholders list?

I have here a complete list of the stockholders of record of the company's common stock on June 8, 2020, the record date for this meeting. I also have an affidavit certifying that on June 16, 2020, a notice of the annual meeting of stockholders of the company was mailed to all stockholders of record at the close of business on June 8, 2020.

Thank you, Erich. Erich Hellmold and myself have been appointed the inspectors of election at this meeting. Broadridge has tabulated the votes, and the inspectors and their staff have been in close contact with the representatives from our tabulator, which is Broadridge, and our solicitor, Georgeson, to get the vote tally in. The inspectors have also taken and subscribed the customary oath of office to impartially execute their duties. We'll file this oath with the records of the meeting. Now their function is to decide upon the qualifications of voters, accept their votes and, at the end of the meaning, to tally the final votes. Will the secretary please report at this time with respect to the existence of the quorum?

Proxies have been received for 50.97% of the 33,191,344 shares of common stock outstanding on the record date, and for 46.78% of the 5,329,731 shares of preferred stock outstanding on the record date. The total number of common and preferred shares is 38,521,075 shares. Thus, the presence of 19,260,538 shares shall constitute a quorum for the meeting. A total of 19,413,488 shares are present in person or by proxy, which constitutes a quorum for the meeting today, and we may now carry as official business of the meeting. If there are any additional proxies to be submitted, please vote your shares through the web portal at this time.

Thank you. We'll now proceed with the business of the meeting. There are essentially 3 proposals to be considered by the stockholders at this meeting. Proposal 1a, to elect incumbent Director, Anthony Parker, to an additional term on the Board to expire at the 2023 Annual Meeting of Stockholders. The vote of the plurality of votes cast by the common and preferred stockholders is needed to carry this proposal; and proposal 1b, to elect incumbent director, Michela English, to an additional term to expire at the 2023 Annual Meeting of Stockholders. The vote of the plurality of votes cast by the preferred stockholders is needed to carry this proposal. And then proposal 2, which is to authorize us with the approval of our Board of Directors to issue and sell shares of our common stock during the next 12 months at a price below its then current net asset value, or NAV, per share, subject to certain limitations delineated in the proxy, including that the number of shares issued and sold pursuant to such authority does not exceed 25% of our then-outstanding common stock immediately prior to such issuance. The affirmative vote of each of the following is required to approve this proposal: one, a majority of the outstanding common stock and preferred stock voting together as a single class; and two, majority of our outstanding voting securities that are not held by affiliates of the company. The time now is 11:04 on August 20, 2020, and the polls have been opened for voting by computer for some time now and are still open. Polls will be closed to voting after we go through these matters. Once again, proposal 1a, first item of business is the election of Anthony Parker, serve as a director until the 2023 Annual Meeting and until their successors are elected and duly qualified. Any discussion here? Okay. Proposal 1b, the second item of business is the election of Michela English, serve as a director until 2023 Annual Meeting until her successor is elected and duly qualified. Any discussion on this one? Okay. Proposal 2, to authorize us to issue and sell shares of our common stock at a price below our then current net asset value, subject to certain limitations discussed earlier and which appear in the proxy statement. Is there any discussion on this proposal? Okay. That was the final proposal for today's meeting. Voting is by proxy and written ballot. You do not need to vote through the web portal for the meeting today if you've already voted, and that each share of common and preferred stock is entitled to 1 vote for each matter on which they're entitled to vote. Time is now 11:05, and the polls are now closed for voting. Mr. Secretary, have you finished counting the votes? If so, may we have the results of the vote?

The report of the inspectors of this election covering the proposals presented at this meeting is as follows: 1a, the proposal to elect Anthony Parker as a Director of the company to serve a term that will expire at the 2023 Annual Meeting is carried. The proposal to elect Michela English as a director of the company to serve a term that will expire at the 2023 Annual Meeting is carried. The proposal to authorize us to issue and sell shares of our common stock below our then current NAV, subject to certain limitations delineated in the proxy statement, is carried. A full tally of the votes will be filed with the SEC on Form 8-K within the next 4 business days.

At the end of the business and the agenda of this annual stockholders' meeting, we want to thank everyone for joining our virtual annual stockholders' meeting. The meeting is now adjourned at 11:06 am.