SLR Investment Corp. (SLRC) Earnings Call Transcript & Summary

Good day, everyone, and welcome to the 2021 Annual Meeting of Stockholders for SLR Investment Corp. and SLR Senior Investment Corp. I would now like to turn the floor over to Michael Gross, Chairman and Co-CEO. Sir, please go ahead.

Good morning, ladies and gentlemen. I'm Michael Gross, the Chairman of the Board and Co-CEO of SLR Investment Corp., or SLRC and SLR Senior Investment Corp., or SUNS. From time to time during the meeting, I'll refer to SLRC and SUNS as a company or together as the companies. On behalf of the companies, I want to welcome you and thank you for attending our 2021 Annual Meeting of Stockholders of the companies, and thank you for your continued support as our investors. I'm joined today by other members of our management team, including our Co-CEO, Bruce Spohler; representatives from KPMG LLP, our independent registered public accounting firm; representative of American Election Services, the inspector of election of this meeting; and Katten Muchin Rosenman, our legal counsel. I'll act as Chairman of this meeting. Mr. Peteka, our Chief Financial Officer, Treasurer and Corporate Secretary of the companies, will act as Secretary of this meeting. Mr. Christopher Woods, representative of American Election Services, has been appointed to serve as inspector of election. This meeting is now called to order. The agenda setting forth the proposals for consideration and the meeting's rules of conduct are available on the virtual meeting page of each company. There are 2 proposals for each company scheduled to be voted on today, and we'll address any germane questions before closing the polls for each proposal. Once the polls are closed, we will provide the preliminary voting results based on a report from the inspector of election and we'll then adjourn the meeting. I'll then answer any appropriate questions from stockholders during the time allotted. [Operator Instructions] As indicated in the SLRC proxy statement, we are here today regarding the following proposals for SLRC: proposal number 1, the election of directors. Election of myself, Mr. Michael Gross, Mr. Leonard Potter, each to serve a 3-year term expiring in 2024; proposal number 2, authorizing SLRC to sell shares of its common stock at a price or prices below the then current net asset value per share in one or more offerings in each case subject to approval of the Board of Directors of SLRC in compliance with conditions set forth in the proxy statement of SLRC. As indicated in the SUNS' proxy statement, we are here today regarding the following proposal for SUNS: proposal number 1, the election of a single director, the election of Mr. David Wachter to serve a 3-year term expiring in 2024; and proposal number two, ratification of the selection of KPMG LLP as SUNS' independent registered public accounting firm for the year ended December 31, 2021. The information regarding each proposal for SLRC and SUNS is described in the proxy statement and notice of annual meeting of stockholders for each company, which have been previously made available to stockholders. Accordingly, I'll dispense some additional explanation to proposals to be voted on today. The polls for each matter upon which stockholder may vote at this meeting opened at 11:00 a.m. will remain open until I announce that polls are closed. No votes to be accepted after the polls are closed. At the end of the meeting, after reported tabulation of the voting, I'll announce the voting results on the proposals. At this time, I'd like to present to you Richard Peteka, who will provide details on the record date and quorum requirements for the companies.

Thank you. The Board of Directors of the companies has fixed the close of business on September 1, 2021 as the record date for the determination of stockholders entitled to receive notice of and to vote at this -- the proxy materials for the annual meeting were made available to stockholders on September 8, 2021, and Broadridge Financial Solutions has provided an affidavit of distribution certifying: a, the timely mailing on September 8 of the proxy notice to all stockholders of record as of the record date; and b, the fulfillment of stockholder request for copies of the company's proxy materials and the 2020 annual report to stockholders. The presence at the meeting or by proxy of the holders of a majority of all the votes entitled to be cast at this meeting constitutes a quorum to transact business on all matters to be considered at this meeting. Each share of common stock is entitled to 1 vote.

Thank you, Rich. Mr. Woods, will you please present your report of the number of shares present at the meeting by proxy or by attorney at this meeting so we can determine whether a quorum is present?

Mr. Chairman, for SLR Investment Corp, there were 42,260,826 shares entitled to vote as of the September 1, 2021 record date. The proxy committee of the Board of Directors of SLR Investment Corp., which is composed of Messrs. Gross and Spohler is acting as proxy and representative of holders of record of 28,257,974 shares of common stock of SLR Investment Corp. Therefore, there are 28,257,974 shares present at the meeting by proxy or by attorney, and accordingly, a quorum is present. For SLR Senior Investment Corp., there were 16,049,034 shares entitled to vote as of the September 1, 2021 record date. The proxy committee of the Board of Directors of SLR Senior Investment Corp., which is composed of Messrs. Gross and Spohler is acting as proxy and representative of the holders of record of 11,884,656 shares of the common stock of SLR Senior Investment Corp. Therefore, there are 11,884,656 shares present at the meeting by proxy or by attorney, and accordingly, a quorum is present there as well.

If you've already given your proxy to vote your shares, you need not vote during the meeting because the person's designated proxies will vote for you as indicated in the proxy cards. If you haven't authorized your vote or if you want to change your vote, you may do so now online by following instructions on the virtual shareholder meeting screen. We'll begin with the SLRC proposals. The first matter to be voted on for Solar is proposal 1 regarding election of directors. The second matter to be voted on is proposal 2 regarding authorizing SLRC to sell shares of common stock at a price or below SLRC's then current net asset value. Please hit the vote now button if you haven't already voted or would like to change your vote. [Voting]

Thank you. Next, we'll proceed with the SUNS proposals. First matter to be voted on for SUNS is proposal 1 regarding the election of a director. The second matter to be voted on is proposal 2, regarding the ratification of the selection of KPMG as SUNS independent registered public accounting for the year ended December 31, 2021. Please hit the vote now button if you haven't already voted or would like to change your vote. [Voting]

Thank you very much. The polls are now closed. This concludes the business items on the agenda for this annual meeting. I, as the Chairman of the meeting, recognize the votes and proposals represented by the proxies solicited by the Board of Directors of each company. The votes will now be tabulated after which we will announce the results of the voting.

Mr. Chairman, we can proceed.

Thank you. At this time, I'll ask Mr. Woods to please report the preliminary voting results based on proxies received prior to the meeting. Mr. Woods, please report on the votes cast with respect to each proposal for SLR Investment Corp.

For SLR Investment Corp. proposal 1, we received 26,649,781 votes for and 1,608,193 votes withheld from the election of Michael Gross, and we received 22,972,767 votes for and 5,285,207 votes withheld from the election of Leonard Potter. For SLR Investment Corp. proposal 2, we received 20,498,543 votes for, 7,259,990 votes against, and 499,441 votes that abstained from voting on the proposal to authorize SLR Investment Corp. to sell shares of its common stock at a price or prices below SLR Investment Corp.'s then current net asset value per share in one or more offerings. These are preliminary tabulations, and all votes cast at today's meeting will be included in the final tabulation. It is not anticipated that the votes cast at the meeting today will be changing the outcome.

Thank you. Can you now please report on the votes cast with respect to each proposal for SLR Senior Investment Corp.?

For SLR Senior Investment Corp. proposal 1, we received 5,261,514 votes for and 1,242,172 votes withheld from the election of David Wachter. For SLR Senior Investment Corp. proposal 2, we received 11,654,733 votes for, 190,512 votes against and 39,411 votes that abstained from voting on the proposal to ratify the selection of KPMG LLP as SUNS independent registered accounting firm for the year ending December 31, 2021. Again, these are preliminary tabulations, and all votes cast at today's meeting will be included in the final tabulation, but it is still not anticipated that the votes cast at the meeting today will change the final outcome.

Thank you, Chris. Proposals 1 and 2 for both companies received the requisite approvals to pass. I hereby declare that each of the nominees listed in the SLR Investor Corp. proposal 1 as an elected director of the company; that SLR Investment Corp. proposal number 2, authorizing SLRC to sell shares of common stock at a price or prices below SLRC's then current net asset value has been approved by the stockholders of SLR Investment Corp; that the nominee listed in SLR Senior Investment Corp. proposal 1 is elected as a director of the company and SLR Senior Investment Corp. proposal number 2 ratifying the selection of KPMG LLP as SUNS independent registered public accounting firm for the year ended December 31, 2021 has been approved by the stockholders of SLR Investment Corp. That concludes the formal business of the meeting. We will now entertain any questions that you may have from our shareholders. Well, we thank you for your support and continued investment and involvement with our company. And if there's no further discussion before the meeting, it is adjourned.

Ladies and gentlemen, that does conclude today's conference. We thank you for attending today's presentation. You may now disconnect.