UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A


(RULE 14a-101)


INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION


Proxy Statement Pursuant to Section 14(a) of
the
Securities Exchange Act of 1934 (Amendment No.     )

Filed by the Registrant x

☒

​

​

Filed by a Partyparty other than the Registranto

☐
Check the appropriate box:

Check the appropriate box:

o

☐

Preliminary Proxy Statement

o

☐

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

x

☒

Definitive Proxy Statement

o

☐

Definitive Additional Materials

o

☐

Soliciting Material under §240.14a-12

Pursuant to § 240.14a-12
Crescent Capital BDC, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check all boxes that apply):

Crescent Capital BDC, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

x

☒

​

​
No fee required.

o

 ☐

​

​
Fee paid previously with preliminary materials.
 ☐
​​
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1)

Title of each class of securities to which transaction applies:

(2)

Aggregate number of securities to which transaction applies:

(3)

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4)

Proposed maximum aggregate value of transaction:

(5)

Total fee paid:

o

Fee paid previously with preliminary materials.

o

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1)

Amount Previously Paid:

(2)

Form, Schedule or Registration Statement No.:

(3)

Filing Party:

(4)

Date Filed:


CRESCENT CAPITAL BDC, INC.


11100

Santa Monica Blvd.


Suite 2000


Los Angeles, California 90025


(310) 235-5050

April 15, 2016

235-5900

March 26, 2024
Dear Stockholder:

You are cordially invited to attend the 20162024 Annual Meeting of Stockholders (the “Annual Meeting”) of Crescent Capital BDC, Inc. (the “Corporation”) to be held at the offices of the Corporation at 11100 Santa Monica Blvd., Suite 2000, Los Angeles, California 90025, on Thursday,Friday, May 12, 2016,10, 2024, at 10:00 a.m. Pacific Time.

The Annual Meeting will be a completely virtual meeting, which will be conducted via live webcast. However, Stockholders will have the same rights at the virtual meeting as they would at an in-person meeting.

At the Annual Meeting, you will be asked to: (1) elect onetwo Class I DirectorIII Directors of the Corporation who will each serve for a three-year term expiring at the 20192027 annual meeting of stockholders or until histheir respective successor is duly elected and qualified;qualified, (2) ratify the selection of Ernst & Young LLP as the Corporation’s independent registered public accounting firm for the fiscal year ending December 31, 2016;2024; and (3) approve an amendment totransact such other business as may properly come before the Corporation’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) to increase the number of authorized shares of common stock of the Corporation, par value $0.001 per share (the “Common Stock”), to 200,000,000 shares and a corresponding increase in the total number of authorized shares of all classes of capital stock of the Corporation to 200,010,000 shares.

Annual Meeting or at any adjournment thereof.

The accompanying Notice of Annual Meeting of Stockholders and Proxy Statement include information relating to the election of the Class IIII Director nominee,nominees and the ratification of the selection of the Corporation’s independent registered public accounting firm and the approval of the amendment to the Certificate of Incorporation to increase the number of authorized shares of the Common Stock of the Corporation.

firm.

It is very important that your shares be represented at the Annual Meeting. We hope that you will be able to attend the Annual Meeting in person. Whether or not you plan to attend, I urge you to please complete, date, sign, and mail the enclosed proxy card to us to assure that your shares are represented at the Annual Meeting.

You may also vote your shares online during the Annual Meeting. Instructions on how to vote while participating at the Annual Meeting live via the Internet are posted at www.virtualshareholdermeeting.com/CCAP2024.

On behalf of management and the Board of Directors, we thank you for your continued support of the Corporation.

​

​
Sincerely,

​		​

​

​

/s/ Jason Breaux

​

​
Jason Breaux

​

​
Chief Executive Officer


CRESCENT CAPITAL BDC, INC.


11100 Santa Monica Blvd.


Suite 2000


Los Angeles, California 90025


(310) 235-5050

235-5900

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS


TO BE HELD ON MAY 12, 2016

10, 2024

Notice is hereby given to holders of shares of common stock of Crescent Capital BDC, Inc., a DelawareMaryland corporation (the “Corporation”), that the 20162024 Annual Meeting of Stockholders (the “Annual Meeting”) will be held at the offices of the Corporation at 11100 Santa Monica Blvd., Suite 2000, Los Angeles, California 90025, on Thursday,Friday, May 12, 2016,10, 2024 at 10:00 a.m. Pacific Time. The Annual Meeting will be a completely virtual meeting, which will be conducted via live webcast. However, Stockholders will have the same rights at the virtual meeting as they would at an in-person meeting. You will be able to attend the Annual Meeting online and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/CCAP2024. For instructions on how to attend and vote your shares at the Annual Meeting, see the information in the accompanying Proxy Statement in the section titled “How to attend and vote at the Annual Meeting.”
We encourage you to access the Annual Meeting prior to the start time. The live webcast and listen-only conference call will begin promptly at 10:00 a.m. Pacific Time. We will have technicians ready to assist you with any technical difficulties you may have accessing the live webcast or listen-only conference call. Technical support will be available starting at 9:45 a.m. Pacific Time on May 10, 2024. The virtual meeting platform is fully supported across browsers (MS Edge, Firefox, Chrome, and Safari) and devices (desktops, laptops, tablets, and cell phones) running the most updated version of applicable software and plugins. Participants should ensure that they have a strong Wi-Fi connection wherever they intend to participate in the Annual Meeting. Participants should also give themselves plenty of time to log in and ensure that they can hear audio prior to the start of the Annual Meeting.
The Annual Meeting is being held for the following purposes:

1.                                      To elect one Class I Director of the Corporation who will serve for a three-year term expiring at the 2019 annual meeting of stockholders or until his successor is duly elected and qualified;

2.                                      To ratify the selection of Ernst & Young LLP (“E&Y”) as the Corporation’s independent registered public accounting firm for the fiscal year ending December 31, 2016;

3.                                      To approve an amendment to the Corporation’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) to increase the number of authorized shares of common stock of the Corporation, par value $0.001 per share (the “Common Stock”), to 200,000,000 shares and a corresponding increase in the total number of authorized shares of all classes of capital stock of the Corporation to 200,010,000 shares; and

4.                                      To transact such other business as may properly come before the Annual Meeting or at any adjournment thereof.

1.
To elect two Class III Directors of the Corporation who will each serve for a three-year term expiring at the 2027 annual meeting of stockholders or until their respective successor is duly elected and qualified;
2.
To ratify the selection of Ernst & Young LLP (“E&Y”) as the Corporation’s independent registered public accounting firm for the fiscal year ending December 31, 2024; and
3.
To transact such other business as may properly come before the Annual Meeting or at any adjournment thereof.
THE BOARD OF DIRECTORS, INCLUDING EACH OF THE INDEPENDENT DIRECTORS, UNANIMOUSLY RECOMMENDS A VOTE (1) FOR THE ELECTION OF EACH OF THE CLASS IIII DIRECTOR NOMINEE;NOMINEES; AND (2) FOR THE SELECTIONRATIFICATION OF E&Y AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE CORPORATION FOR THE PERIOD NOTED IN THE PROXY STATEMENT; AND (3) FOR THE AMENDMENT TO THE CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF THE COMMON STOCK OF THE CORPORATION.

STATEMENT.

The close of business on March 23, 201613, 2024 has been fixed as the record date for the determination of stockholders entitled to notice of, and to vote at, the Annual Meeting or at any adjournment or postponement thereof.  Please call (310) 235-5050 for directions on how to attend the Annual Meeting and vote in person.

​

​
By Order of the Board of Directors,

​		​

​

​

/s/ George P. Hawley

​

​
George P. Hawley

​

​
Secretary

April 15, 2016

March 26, 2024
Los Angeles, California


The proxy statement, a form of proxy card and the Corporation’s 20152023 annual report to the stockholders (the “Annual Report”), which consists of the Corporation’s annual report on Form 10-K for the fiscal year ended December 31, 20152023 (the “2015“2023 Form 10-K”), are available online at www.crescentcap.com/crescent-capital-bdc.  If you plan on attending the Annual Meeting, whether or not you intend to vote your shares in person, you will need to bring photo identification and proof of ownership of shares as of the record date in order to be admitted to the Annual Meeting.


https://www.crescentbdc.com/investor-relations/sec-filings.
The Board of Directors is requesting your vote. Your vote is important regardless of the number of shares that you own. Whether or not you expect to be present at the Annual Meeting, weWe encourage you to complete and sign the enclosed proxy card and return it promptly in the enclosed envelope, which needs no postage if mailed in the U.S. You may revoke your proxy at any time before it is exercised.

You may also vote your shares online during the Annual Meeting. Instructions on how to vote while participating at the Annual Meeting live via the Internet are posted at www.virtualshareholdermeeting.com/CCAP2024.

CRESCENT CAPITAL BDC, INC.


11100 Santa Monica Blvd.


Suite 2000


Los Angeles, California 90025


(310) 235-5050

235-5900

PROXY STATEMENT


ANNUAL MEETING OF STOCKHOLDERS


May 12, 2016

10, 2024

This Proxy Statement is furnished in connection with the solicitation of proxies on behalf of the Board of Directors (the “Board” and each member thereof, a “Director” and collectively, the “Directors”) of Crescent Capital BDC, Inc., a DelawareMaryland corporation (the “Corporation”), for use at the Corporation’s 20162024 Annual Meeting of Stockholders (the “Annual Meeting”) to be held at the offices of the Corporation at 11100 Santa Monica Blvd., Suite 2000, Los Angeles, California 90025, on Thursday,Friday, May 12, 2016,10, 2024 at 10:00 a.m. Pacific Time, or at any and all adjournments or postponements thereof, for the purposes set forth in the accompanying Notice of Annual Meeting of Stockholders dated April 15, 2016March 26, 2024 (the “Notice”). The Annual Meeting will be a completely virtual meeting, which will be conducted via live webcast. You will be able to attend the Annual Meeting online and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/CCAP2024 and entering your 16-digit control number included in your Notice of Internet Availability, on your proxy card or on the instructions that accompanied your proxy materials. If you lose your 16-digit control number, you may join the Annual Meeting as a “Guest” but you will not be able to vote, ask questions or access the list of stockholders as of the close of business on March 13, 2024 (the “Record Date”). The Corporation is a closed-end management investment company that has elected to be treated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). CBDCCrescent Cap Advisors, LLC, a Delaware limited liability company (the “Advisor”), serves as the investment adviser to the Corporation. CBDCCCAP Administration LLC, a Delaware limited liability company (the “Administrator”), serves as the administrator to the Corporation. The principal executive offices of each of the Corporation, the Advisor, and the Administrator are located at 11100 Santa Monica Blvd., Suite 2000, Los Angeles, California 90025.

This Proxy Statement and the accompanying Notice and form of proxy are being provided to stockholders on or about April 15, 2016.March 26, 2024 The Board has fixed the close of business on March 23, 201613, 2024 as the record date (the “Record Date”)Record Date for the determination of stockholders entitled to receive notice of, and to vote at, the Annual Meeting. As of the Record Date, 4,681,052.5737,061,547 shares of the Corporation’s common stock, par value $0.001 per share (the “Common Stock”) were issued and outstanding, and the Corporation had not issued any shares of preferred stock. Stockholders of the Corporation are entitled to cast one vote for each share held and fractional votes for each fractional share held.

If the form of proxy is properly executed and returned in time to be voted at the Annual Meeting, the shares covered thereby will be voted at the Annual Meeting in accordance with the instructions marked thereon. All properly executed proxies received by the Board that do not specify how shares should be voted will be voted “FOR” the election of the Class Ieach of Elizabeth Ko and Steven F. Strandberg (the “Class III Director nominee listed belowNominees”) (“Proposal 1”); “FOR” the ratification of the selection of Ernst and& Young LLP (“E&Y”) as the independent registered public accounting firm for the Corporation for the fiscal year ending December 31, 20162024 (“Proposal 2”); and “FOR” the amendment to the Corporation’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) to increase the number of authorized shares of the Common Stock of the Corporation (“Proposal 3”), and in the discretion of the persons named as proxies in connection with any other matter which may properly come before the Annual Meeting or at any adjournment or postponement thereof.

The Board does not know of any matter to be considered at the Annual Meeting other than the election of the Class IIII Director nominee,Nominees, and the ratification of the selection of E&Y as the Corporation’s independent registered public accounting firm and the approval of the amendment to the Certificate of Incorporation to increase the number of authorized shares of the Common Stock of the Corporation referred to in this Proxy Statement and the Notice.firm. A stockholder may revoke his or her proxy any time before it is exercised by (i) voting in person at the Annual Meeting, (ii) giving written notice of such revocation to the Secretary of the Corporation, or (iii) returning a properly executed, later-dated proxy.

1


In addition to soliciting proxies by mail, officers of the Corporation, or officers or employees of the Advisor, may solicit proxies by web,Internet, by telephone, or in person. Copies of the Notice, this Proxy Statement, the form of proxy, and the Corporation’s annual report are available at www.crescentcap.com/crescent-capital-bdc.https://www.crescentbdc.com/investor-relations/sec-filings. The costs of proxy solicitation and expenses incurred in connection with the preparation of this Proxy Statement and its enclosures are estimated to be $10,000,$70,000.00, which will be paid by the Corporation.

1
Quorum Required

A quorum must be present at the Annual Meeting for any business to be conducted. The presence in person or by proxy of the holders of at least one-thirda majority of the shares of Common Stock issued and outstanding and entitled to vote shall constitute a quorum for the Annual Meeting. Abstentions will be treated as shares present for quorum purposes. Shares for which brokers have not received voting instructions from the beneficial owner of the shares and do not have discretionary authority to vote the shares on certain proposals (which are considered “Broker Non-Votes” with respect to such proposals) will be treated as shares present for quorum purposes. However, abstentions and Broker Non-Votes are not counted as votes cast.

cast and thus have no effect on the proposals.

If a quorum is not present at the Annual Meeting, the Annual Meeting may be adjourned in accordance with the Corporation’s bylaws (the “Bylaws”). In order to achieve the requisite quorum for a meeting that has been adjourned, additional solicitations will be sought pursuant to the terms of the Bylaws.

Vote Required

Election of Director.Directors. The DirectorDirectors shall be elected by an affirmative vote of the holders of a majority of the votes cast by stockholders present, in person or by proxy, provided that a quorum is present. Abstentions will not be included in determining the number of votes cast and, as a result, will have no effect on this proposal. Shares of Common Stock represented by broker non-votes are not considered votes cast and thus have no effect on this proposal.

Ratification of Independent Registered Public Accounting Firm. The affirmative vote of the holders of a majority of the votes cast by stockholders present in person or by proxy is required to ratify the appointment of E&Y to serve as the Corporation’s independent registered public accounting firm. Abstentions will not be included in determining the number of votes cast and, asfirm provided that a result, will have no effect on this proposal.quorum is present. Because brokers will have discretionary authority to vote for the ratification of the selection of the Corporation’s independent registered public accounting firm in the event that they do not receive voting instructions from the beneficial owner of the shares, your broker will be permitted to vote your shares for this proposal.

Approval of the Amendment to the Certificate of Incorporation to Increase the Number of Authorized Shares of Common Stock of the Corporation.  The affirmative vote by a majority of the Corporation’s outstanding shares of Common Stock as of the Record Date, present in person or by proxy, is required to approve the amendment to the Certificate of Incorporation to increase the number of authorized shares of the Common Stock of the Corporation.  Abstentions and shares of Common Stock represented by broker non-votes effectively will be votes against this proposal because this proposal requires the affirmative vote of a “majority of the outstanding shares of Common Stock” of the Corporation.

2


Additional Solicitation. If there are not enough votes to approve any proposals at the Annual Meeting, the stockholders who are represented may adjourn the Annual Meeting to permit the further solicitation of proxies. The persons named as proxies will vote those proxies for such adjournment, unless the proxies are marked to be voted against any proposal for which an adjournment is sought, to permit the further solicitation of proxies.

Also, a stockholder vote may be taken on one or more of the proposals in this Proxy Statement prior to any such adjournment if there are sufficient votes for approval of such proposal(s).

How to attend and vote at the Annual Meeting.
The Corporation will be hosting the Annual Meeting live via audio webcast. Any stockholder can attend the Annual Meeting live online at www.virtualshareholdermeeting.com/CCAP2024. If you were a stockholder as of the Record Date, or you hold a valid proxy for the Annual Meeting, you can vote at the Annual Meeting. A summary of the information you need to attend the Annual Meeting online is provided below:
Instructions on how to attend and participate via the Internet, including how to demonstrate proof of stock ownership, are posted at www.virtualshareholdermeeting.com/CCAP2024.
Assistance with questions regarding how to attend and participate via the Internet will be provided at www.virtualshareholdermeeting.com/CCAP2024 on the day of the Annual Meeting.
Webcast starts at 10:00 a.m. Pacific Time.
You will need your 16-Digit Control Number to enter the Annual Meeting.
Stockholders may submit questions while attending the Annual Meeting via the Internet.
To attend and participate in the Annual Meeting, you will need the 16-digit control number included on your proxy card or on the instructions that accompanied your proxy materials. If your shares are held in “street name,” you should contact your bank or broker to obtain your 16-digit control number or otherwise vote through the bank or broker. If you lose your 16-digit control number you may join the Annual Meeting as a “Guest” but you will not be able to vote, ask questions or access the list of stockholders as of the Record Date. The Corporation will have technicians ready to assist with any technical difficulties stockholders may have accessing the virtual meeting website. If you encounter any difficulties accessing the virtual meeting website during the check-in or meeting time, please call the technical support number that will be posted on the Annual Meeting login page.
2
We encourage you to access the Annual Meeting prior to the start time. The live webcast and listen-only conference call will begin promptly at 10:00 a.m. Pacific Time. We will have technicians ready to assist you with any technical difficulties you may have accessing the live webcast or listen-only conference call. Technical support will be available starting at [9:45] a.m. Pacific Time on May 10, 2024. The virtual meeting platform is fully supported across browsers (MS Edge, Firefox, Chrome, and Safari) and devices (desktops, laptops, tablets, and cell phones) running the most updated version of applicable software and plugins. Participants should ensure that they have a strong Wi-Fi connection wherever they intend to participate in the Annual Meeting. Participants should also give themselves plenty of time to log in and ensure that they can hear audio prior to the start of the Annual Meeting.
Security Ownership of Certain Beneficial Owners and Management

The following table sets forth certain ownership information with respect to the Corporation’s Common Stock, as of the Record Date, for those individuals who directly or indirectly own, control, or hold, with the power to vote, five percent or more of the Corporation’s outstanding Common Stock and all officers and Directors, individually and as a group.

Name and address(1)

 

Type of
ownership

 

Shares owned

 

Percentage of the
Corporation’s
outstanding
shares as
of March 23,
2016

 

Independent Directors

 

 

 

 

 

 

 

Michael S. Segal

 

Common

 

1,121.49

 

 

*%

Steven F. Strandberg

 

Common

 

44,602.51

 

 

*%

George G. Strong, Jr.

 

Common

 

7,850.46

 

 

*%

 

 

 

 

 

 

 

 

Interested Directors

 

 

 

 

 

 

 

John S. Bowman

 

—

 

—

 

—

%

Christopher G. Wright

 

—

 

—

 

—

%

 

 

 

 

 

 

 

 

Executive Officers

 

 

 

 

 

 

 

Jason Breaux

 

—

 

—

 

—

%

Jonathan R. Insull

 

—

 

—

 

—

%

Mike Wilhelms

 

—

 

—

 

—

%

Joseph A. Hanlon

 

—

 

—

 

—

%

George P. Hawley

 

—

 

—

 

—

%

All Directors and Officers as a Group

 

Common

 

53,574.46

 

1.14

%

Five Percent Stockholders:

 

 

 

 

 

 

 

Allied World Assurance Company, Ltd.

 

Common

 

1,662,946.81

 

35.53

%

Fidelity & Guaranty Life Insurance Company

 

Common

 

1,662,946.81

 

35.53

%

UFCW Northern California Employers Joint Pension Plan

 

Common

 

1,075,372.27

 

22.97

%

Certain share ownership information for those persons whom, directly or indirectly owned, controlled or held, with the power to vote, five percent or more of the Corporation’s Common Stock is based on public filings and/or information provided by such person.
Name and address(1)
​​
Type of
ownership
​​
Shares
owned
​​
Percentage of the
Corporation’s
outstanding
Common Stock as
of Record Date
Independent Directors
​​
 
​​
 
​​
 
Kathleen S. Briscoe
​​
Common
​​
—
​​
—
Susan Y. Lee
​​
Common
​​
—
​​
—
Michael S. Segal
​​
Common
​​
4,733
​​
*
Steven F. Strandberg
​​
Common
​​
245,108
​​
0.66%
George G. Strong, Jr.
​​
Common
​​
33,137
​​
*
 
​​
 
​​
 
​​
 
Interested Director
​​
 
​​
 
​​
 
Elizabeth Ko
​​
Common
​​
—
​​
—
 
​​
 
​​
 
​​
 
Executive Officers
​​
 
​​
 
​​
 
Jason Breaux
​​
Common
​​
47,636
​​
0.13%
Erik Barrios
​​
Common
​​
1,881
​​
*
Gerhard Lombard
​​
Common
​​
27,565
​​
*
Henry Chung
​​
Common
​​
14,325
​​
*
George P. Hawley
​​
Common
​​
13,529
​​
*
Raymond Barrios
​​
Common
​​
13,710
​​
*
Kirill Bouek
​​
Common
​​
737
​​
*
All Directors and Officers as a Group
​​
Common
​​
402,361
​​
1.09%

(1)


The address for the Advisor and each Director or officer is c/o Crescent Capital BDC, Inc., 11100 Santa Monica Blvd., Suite 2000, Los Angeles, California 90025.

*
Less than 0.1% percent.
3
Type of
ownership
​​
Name and address
​​
Shares
owned
​​
Percentage of the
Corporation’s
outstanding
Common Stock as
of Record Date

*

Five Percent Stockholders

​

Less than 1 percent.

​
​​
​​
Common
​​
Allied World Assurance Company, Ltd.
27 Richmond Road
Pembroke, Bermuda, HM 08
​​
2,092,698(1)
​​
5.65%
Common
​​
Fidelity & Guaranty Life Insurance Company
Two Ruan Center, 601 Locust Street, 14th Fl.
Des Moines, IA 50309
​​
4,205,307(2)
​​
11.35%
Common
​​
Texas County & District Retirement System Barton Oaks Plaza IV, 901 Mopac South, Ste. 500
Austin, TX 78746
​​
5,001,752(3)
​​
13.50%
Common
​​
UFCW-Northern California Employers Joint Pension Plan
1000 Burnett Ave, Ste. 200
Concord, CA 94520
​​
4,228,985(4)
​​
11.41%

3

(1)
Information obtained from a joint Schedule 13G filed by Allied World Assurance Company, Ltd. with the Securities and Exchange Commission (the “SEC”) on February 14, 2023 reporting share ownership as of December 31, 2022.
(2)
Information obtained from a Form 13F-HR filed by Fidelity National Financial, Inc. with the SEC on February 9, 2024 reporting share ownership as of December 31, 2023.
(3)
Information obtained from a Schedule 13G/A filed by Texas County & District Retirement System with the SEC on January 31, 2024 reporting share ownership as of December 31, 2023.
(4)
Information obtained from a Schedule 13G/A filed by UFCW-Northern California Employers Joint Pension Plan with the SEC on February 17, 2021 reporting share ownership as of December 31, 2020.
4

PROPOSAL 1

I

ELECTION OF CLASS I DIRECTOR

III DIRECTORS

The Board is currently composed of fivesix Directors, who are divided into three classes with staggered terms of three years, each with the term of office of one of the three classes expiring at each annual meeting of stockholders. At the Annual Meeting, the holders of the Corporation’s Common Stock are being asked to re-elect George G. Strong, Jr.Steven F. Strandberg and Elizabeth Ko, as a Class IIII Director of the Corporation, to serve for a three-year term expiring at the 20192027 annual meeting of stockholders or until histheir respective successor is duly elected and qualified. Mr. Strong isStrandberg and Ms. Ko each currently servingserves as a Class IIII Director of the Corporation andCorporation. Each has consented to being named in this Proxy Statement and agreed to continue to serve as a Class IIII Director, as applicable, if re-elected. If Mr. StrongStrandberg or Ms. Ko is not availableunavailable for re-election, at the time of the Annual Meeting, the persons named as proxies will vote for such substitute nominee(s) as the Corporation’s Nominating and Corporate Governance Committee (the “Nominating Committee”) may select. It is not anticipated that Mr. StrongStrandberg or Ms. Ko will be unable or unwilling to serve.

Information about the Class IIII Director NomineeNominees and Other Directors

of the Corporation

The following tables provide information concerning the Class IIII Director nomineeNominees, and the other individuals serving as Directors of the Corporation, as of the date of this Proxy Statement. The Class IIII Director Nominee isNominees are listed first in the first table under “Class IIII Director Nominee.Nominees.”  The terms of the Class II and Class III Directors do not expire this year.

The Board believes that each of the Directors, including the Class IIII Director nominee,Nominees, has the experience, qualifications, attributes and skills appropriate to serve as a Director of the Corporation, in light of the Corporation’s business and structure. Certain of these business and/or professional experiences are set forth in detail below.

The address for each listed individual is c/o Crescent Capital BDC, Inc., 11100 Santa Monica Blvd., Suite 2000, Los Angeles, California 90025.

The Corporation is not part of a “Fund Complex,” which is defined to include investment companies registered under the 1940 Act and BDCs that (i) hold themselves out to investors as related companies for purposes of investment and investor services or (ii) have a common investment adviser or affiliated investment advisers.

Class IIII Director Nominee

Nominees

Name and Age

​

​

Position(s) held

with the

Corporation

​

​

Term of Office and

Length of

Time Served

​

​

Principal
Occupation(s)
During
the Past Five Years

​

​

Number of
Portfolio
Companies
in Fund
Complex
Overseen by
Directors(1)
​​
Other
Directorships
Held
During
the Past
Five Years
​​
​​
​​
​​
​​
Steven F. Strandberg
(Born 1955) Independent Director
​​
Director and Chairman of the Compensation Committee
​​
Class III Director since 2015; Term expires 2024
​​
Co-founder and Managing Partner of Albany Road Real Estate Partners
​​
1
​​
None
​​
​​
​​
​​
​​
Elizabeth Ko(2)
(Born 1979)
​​
Director
​​
Class III Director since 2021; Term expires 2024
​​
Managing Director of Crescent Capital Group LP (“Crescent”).
​​
1
​​
None
(1)
“Fund Complex,” is defined to include investment companies registered under the Investment Company Act and BDCs that (i) hold themselves out to investors as related companies for purposes of investment and investor services or (ii) have a common investment adviser or affiliated investment advisers. As of the date of this prospectus, the Fund Complex consists of the Company and Crescent Private Credit Income Corp. (“CPCI”)
(2)
Ms. Ko is deemed to be an “interested person” of the Corporation under the 1940 Act because of her affiliation with the Advisor.
5
Class I Directors (not up for re-election at the Annual Meeting)
Name and Age
​​
Position(s) held
with the
Corporation
​​
Term of Office and
Length of
Time Served
​​
Principal
Occupation(s) During
the Past Five Years

​​
Number of
Portfolio
Companies
in Fund
Complex
Overseen by
Directors(1)
​​
Other
Directorships
Held During
the Past
Five Years

Kathleen S. Briscoe (Born 1960) Independent Director

​

​

Director

​

​

Class I Director since December 2019; Term expires 2025

​

​
Partner and Chief Capital Officer of Dermody Properties.
​​
2
​​
CPCI, Griffin Capital Essential Asset REIT, Inc., and Resmark Properties and Crescent Acquisition Corp

​​
​​
​​
​​
​​
George G. Strong, Jr.
(68)

(Born 1947) Independent Director

​

​

Director and Chairman of the Audit Committee

​

​

Class I Director since 2015; Term expires 2016

2025

​

​

Senior Advisor and former Managing Director and former General Counsel of Cornerstone Research (a consulting firm); retired partner of PricewaterhouseCoopers LLP.

Research.

​

Director of​

1
​​
Yello Media House (Bermuda) and Caribbean Publishing CompanyGroup (Cayman).

George G. Strong, Jr. is a Director of the Corporation and serves as the Chairman of the Audit Committee. Mr. Strong is a retired partner of PricewaterhouseCoopers LLP and currently is a Managing Director and former General Counsel of Cornerstone Research, a consulting firm. He has held the positions of chief financial officer (“CFO”) and chief operating officer at several start-ups and smaller businesses in the software, dental products and freight forwarding industries. He is currently a director of Media House (Bermuda) and Caribbean Publishing Company (Cayman). He received a BA in Economics from Yale University, MBA from Harvard Business School, and JD from the University of San Diego School of Law. Mr. Strong holds current Certified Public Accountant (“CPA”) licenses in California and Hawaii.

4


The Corporation believes that Mr. Strong’s legal and public accounting experience supports his appointment to the Board.

Class II Directors (not up for re-election at the Annual Meeting)

Name and Age

​

​

Position(s) held

with the

Corporation

​

​

Term of Office and

Length of

Time Served

​

​

Principal
Occupation(s)
During
the Past Five Years

​

​

Number of
Portfolio
Companies
in Fund
Complex
Overseen by
Directors(1)
​​
Other
Directorships
Held
During
the Past
Five Years

​

​

​

​

​

​
​​
​​

Independent Director

Michael S. Segal
(57)

(Born 1957) Independent Director

​

​

Director and Chairman of the Nominating Committee

​

​

Class II Director since 2015; Term expires 2017

2026

​

​

Managing Partner of Fred Segal Family LLC, (worldwide branding for Fred Segal).

President/CEO of Segal Family–United World Foundation

​

Trustee at Harvard-Westlake School, Pomona College and the University of Richmond; Board member of numerous non-profit organizations, including Heal the Bay, Good Hope Medical Foundation, Los Angeles World Affairs Council and the Institute for Shipboard, and the Institute for Shipboard Education/Semester at Sea.

​
1
​​
None.

​

​

​

​

​

​
​​
​​

Interested

Susan Y. Lee
(Born 1980)
Independent Director*

​

​

Director

​

​

John S. Bowman
(55)

Director and Chairman of the Board

Class II Director since 2015;Since 2022; Term expires 2017

2026

​

Serves on the Advisor’s investment committee;​

Chief Investment Officer, Clif Family Foundation; Managing Director and co-head of Crescent Capital Group LP’s (“Crescent”) U.S. Direct Lending business. Prior to joining Crescent in 2012, Mr. Bowman was president of HighPoint Capital Management, LLC (a U.S. direct lending business which he co-founded in 2005).

Investments, Family Office Investment Services

​

None

​
2
​​
CPCI

(1)
“Fund Complex,” is defined to include investment companies registered under the Investment Company Act and BDCs that ( hold themselves out to investors as related companies for purposes of investment and investor services or (ii) have a common investment adviser or affiliated investment advisers. As of the date of this prospectus, the Fund Complex consists of the Corporation and Crescent Private Credit Income Corp. (“CPCI”)
6

*                 Mr. Bowman is deemed to be an “interested person” of the Corporation under the 1940 Act because of his affiliations with the Advisor.

Michael S. Segal

Steven F. Strandberg is a Director of the Corporation and serves as Chairman of the NominatingCompensation Committee. Mr. Segal is the managing partner of Fred Segal Family LLC, worldwide branding for Fred Segal. Mr. Segal serves as trustee at Harvard-Westlake School, Pomona College and the University of Richmond. In addition, Mr. Segal is a current board member of numerous non-profit organizations, including Heal the Bay, Good Hope Medical Foundation, Los Angeles World Affairs Council and the Institute for Shipboard Education/Semester at Sea. Mr. Segal received a master’s degree from UCLA and a bachelor’s degree from Pomona College.

The Corporation believes that Mr. Segal’s operational and executive experience, as well as his numerous board positions, supports his appointment to the Board.

5


John S. Bowman is the Chairman of the Board and serves on the Advisor’s investment committee. Mr. BowmanStrandberg also serves as Managing Director and co-head of Crescent’s U.S. Direct Lending business. Prior to joining Crescent in 2012, Mr. Bowman was president of HighPoint Capital Management, LLC, a U.S. direct lending business which he co-founded in 2005. Prior to founding HighPoint Capital, Mr. Bowman was a managing director of leveraged finance at FleetBoston Financial from 1998 to 2003. Prior to joining FleetBoston, Mr. Bowman was a senior vice president in leveraged finance with Donaldson, Lufkin & Jenrette Securities Corporation. Mr. Bowman also worked as an investment banker at Kidder, Peabody, & Co. Incorporated, State Street Bank and Trust Company, Drexel Burnham Lambert Incorporated and Lehman Brothers. Mr. Bowman earned an MBA from Harvard Business School and a BS in Business Administration from Northeastern University.

The Corporation believes that Mr. Bowman’s experience in direct lending and business operations supports his appointment to the Board.

Class III Directors (not up for re-election at the Annual Meeting)

Name and Age

Position(s) held
with the
Corporation

Term of Office and
Length of
Time Served

Principal Occupation(s)
During the Past Five Years

Other Directorships Held
During the Past Five Years

Independent Director

Steven F. Strandberg (60)

Director

Class III Director since 2015; Term expires 2018

Co-founder and Partner of Albany Road Real Estate Partners; Managing Director and co-founder of WestBridge Ventures (a firm that invested in later stage private technology companies). Previously, Mr. Strandberg specialized in advising emerging private companies on financings and mergers and acquisitions, working with Merrill Lynch where he was founder and head of the West Coast Technology Investment Banking group, Donaldson, Lufkin & Jenrette and Morgan Stanley.

Current and former member of the board of numerous companies, as well as several non-profit organizations.

Interested Director*

Christopher G. Wright

(42)

Director

Class III Director since 2015; Term expires 2018

Serves on the Advisor’s investment committee; Managing Director of Crescent focusing on mezzanine finance.

Current and former member or observer of the board of numerous private companies.

*                 Mr. Wright is deemed to be an “interested person” of the Corporation underNominating Committee and the 1940 Act because of his affiliations with the Advisor.

Steven F. Strandberg is a Director of the Corporation.Audit Committee. Mr. Strandberg is alsoa co-founder and partnerManaging Partner of Albany Road Real Estate Partners. Previously, he was Managing Director and co-founder of WestBridge Ventures, a firm that invested in later stagelater-stage private technology companies. Prior to WestBridge, Mr. Strandberg specialized in advising emerging private companies on financings and mergers and acquisitions, working with Merrill Lynch where he was founder and head of the West Coast Technology Investment Banking group, with Donaldson, Lufkin & Jenrette and with Morgan Stanley. Mr. Strandberg is a current andor former member of the board of numerous companies, as well as several non-profit organizations. Mr. Strandberg received his MBAM.B.A. from Harvard Business SchoolUniversity and his BAA.B. from the University of Chicago.

6


The Corporation believes that Mr. Strandberg’s experience in the financial markets and numerous board positions support his re-election on the Board.

Elizabeth Ko is a Managing Director of Crescent focusing on private credit. Prior to joining Crescent in 2007, Ms. Ko was a member of the Bank Debt Portfolio Group of Goldman, Sachs & Co. Prior thereto, Ms. Ko was a member of the Financial Institutions Group of Morgan Stanley. Ms. Ko received her M.B.A. from the Wharton School of the University of Pennsylvania and her B.A. from the University of California, Berkeley.
The Corporation believes that Ms. Ko’s experience and extensive knowledge of the financial services industry, the private credit market in particular, and the business and operations of the Advisor supports his appointmenther re-election to the Board.

Christopher G. Wright

Michael S. Segal is a Director of the Corporation and serves onas Chairman of the Advisor’s investment committee.Nominating Committee. Mr. Wright alsoSegal is the Managing Partner of Fred Segal Family LLC and President/CEO of Segal Family–United World Foundation. Mr. Segal serves as Managing Director of Crescent focusing on mezzanine finance. Prior to joining Crescent in 2001,trustee at Harvard-Westlake School. Mr. Wright completed the Financial Management Program with the General Electric Company and upon completion, worked in various finance roles within GE Industrial Systems. Mr. WrightSegal is a current and former member or observer of the board of numerous private companies.Pomona College, Good Hope Medical Foundation, Pencils of Promise, University of Richmond, Heal the Bay, Poly Prep Country Day School, Los Angeles World Affairs Council and Town Hall, and the Institute for Shipboard Education/Semester at Sea. Mr. WrightSegal received his MBAa master’s degree from Harvard Business SchoolUCLA and his BAa bachelor’s degree from Michigan State University.

Pomona College.

The Corporation believes that Mr. Wright’sSegal’s operational and executive experience supports his service to the Board.
Susan Y. Lee is a Director of the Corporation. She is also a Director of CPCI. Ms. Lee is a multi-asset class allocator with experience advising institutions on investments in funds, private companies, public stocks, options, and derivatives across public equities, private equity, venture capital, real assets, credit, fixed income, and hedge fund strategies. She currently serves as Chief Investment Officer of a foundation. Previously, Ms. Lee managed investment assets for The Broad Foundations. Earlier, Ms. Lee was a Partner at Angeles Investment Advisors. Ms. Lee was also a private equity investor at Black Canyon Capital and Vintage Capital Partners, and she began her career in strategy at Bain & Company and at The Walt Disney Company. Ms. Lee has an M.B.A. from Harvard Business School where she earned honors and was a Toigo Fellow and a B.A. from Stanford University, Phi Beta Kappa.”The Corporation believes that Ms. Lee’s executive experience and extensive knowledge of investing across various asset classes support her service to the business and operationsBoard.
Kathleen S. Briscoe is a Director of the Corporation. She is also a Director of CPCI. Ms. Briscoe is a Partner and the Chief Capital Officer of Dermody Properties. Ms. Briscoe is an independent director at Resmark Properties. She also serves as a director on the board of Board of Regents – Friends of Dartmouth Rowing. She is on the Board of NAREIM (National Association of Real Estate Investment Managers) and AFIRE (Association of Foreign Investors in Real Estate). She received a B.A. in Policy Studies and Sociology from Dartmouth College and an M.B.A. from Harvard University.”
The Corporation believes that Ms. Briscoe’s operational and executive experience supports her service on the Board.
George G. Strong, Jr. is a Director of the Corporation and serves as the Chairman of the Audit Committee. Mr. Strong is a retired Managing Partner of PwC LLP and currently is a Senior Advisor and former Managing Director & General Counsel of Cornerstone Research. He has held the positions of Chief Financial Officer and Chief Operating Officer at several start-ups and smaller businesses in the software, dental products and freight forwarding industries. He currently is Vice Chairman of the Board and General Counsel of Yello Media Group (Cayman). He received a B.A. in Economics from Yale University, M.B.A. from Harvard University, and J.D from the University of San Diego School of Law. Mr. Strong holds a current Certified Public Accountant (“CPA”) license (inactive) in California and is an active member of the State Bar of California.
The Corporation believes that Mr. Strong’s legal and public accounting experience supports his appointment toservice on the Board.

7
Dollar Range of Equity Securities Beneficially Owned by Directors

Set forth in the table below is the dollar range of shares beneficially owned by each Director of the Corporation. The Corporation is not part of a “Fund Complex,“Family of Investment Companies,” which is defined to include any two or more registered investment companies that share the same investment adviser or principal underwriter and hold themselves out to investors as related companies for purposes of investment and investor services, or have a common investment adviser.

services.

Name of Director

​

​

Dollar Range of
Shares of the
Corporation(1)
Corporation(1)(2)

​​
Aggregate Dollar Range of
Equity Securities in the Fund
Complex(3)

Independent Directors


​

​
​​

Kathleen S. Briscoe
​​
None
​​
None
Michael S. Segal

​

​

$10,001-50,001-$50,000

100,000
​​
$50,001-$100,000

Steven F. Strandberg

​

Over​

over $100,000

​​
over $100,000

George G. Strong, Jr.

​

Over​

over $100,000

​​
over $100,000

Interested Directors

Susan Y. Lee

​

​
None
​​
None

John S. Bowman

​

None

​
​​

Christopher G. Wright

Interested Director

​

​

​​
Elizabeth Ko
​​
None

​​
None

(1)              The dollar ranges are: None, $1-$10,000, $10,001-$50,000, $50,001-$100,000 and over $100,000.

(2)              Based on market value as of December 31, 2015.

(1)
The dollar ranges are: None, $1-$10,000, $10,001-$50,000, $50,001-$100,000 and over $100,000.
(2)
Based on market value as of Record Date.
(3)
“Fund Complex,” is defined to include investment companies registered under the Investment Company Act and BDCs that (i) hold themselves out to investors as related companies for purposes of investment and investor services or (ii) have a common investment adviser or affiliated investment advisers. As of the date of this prospectus, the Fund Complex consists of the Corporation and CPCI.
Information about the Executive Officers

The officers of the Corporation are appointed and elected by the Board either at its annual meeting or at any subsequent regular or special meeting of the Board. The Board of the Corporation has selected fivethe following officers to hold office at the discretion of the Board.Board, provided that the Corporation’s Chief Compliance Officer (“CCO”) may only be removed from his office in accordance with Rule 38a-1 under the 1940 Act. Each officer serves until histheir successor has been duly elected and qualified, or until histheir earlier resignation or removal. The following table sets forth information concerning each officer of the Corporation as of the date of this Proxy Statement. The address for each listed individual is c/o Crescent Capital BDC, Inc., 11100 Santa Monica Blvd., Suite 2000, Los Angeles, California 90025.

7


Name and Age

​

​

Position(s) held
with
the
Corporation and

Length of Time
Served

​

​

Principal Occupation(s)

During Past Five Years

Jason Breaux
(41)


(Born 1973)

​

​

Chief Executive Officer since 2015

​

​

Chairman of the Advisor’s investment committee and Managing Director of Crescent within the special situations strategy.

private credit. He is also a Director of CPCI.

​

​

​		​

Jonathan R. Insull
(49)

Henry Chung
(Born 1987)

​

​

President since 2015

2024

​

Serves on​

Member of the Advisor’s investment committee and also serves as Managing Director of Crescent within private credit.
​​
​​
Gerhard Lombard (Born 1973)
​​
Chief Financial
Officer since 2019
​​
Chief Financial Officer of Crescent. Formerly, Chief Financial Officer of credit funds at H.I.G. Capital and Churchill Financial Group.
​​
​​
George P. Hawley (Born 1968)
​​
Secretary since 2015
​​
General Counsel for Crescent. He is also Secretary of CPCI.
​​
​​
Raymond Barrios (Born 1978)
​​
Managing Director since 2019
​​
Managing Director of Crescent focusing on private credit. Mr. Barrios is currently a senior investment professional for the capital markets strategy; managing director of Trust CompanyAdvisor and was previously a member of the West (“TCW”)Mezzanine Product Group. He is also President of CPCI.
8
Name and Age
​​
Position(s) held with respect to
the managementCorporation and
Length of certain funds sub-advised by the Advisor; lead portfolio managerTime Served
​​
Principal Occupation(s)
During Past Five Years
Kirill Bouek
(Born 1984)
​​
Controller since 2019
​​
Controller of the Advisor’s bank loan strategy.

Corporation. He is also Chief Financial Officer of CPCI. Prior to joining Crescent Mr. Bouek worked at THL Credit, where he was the Controller for its private debt business, which included a publicly traded business development company and several private fund structures.

​

​

​		​

Mike Wilhelms
(45)

Erik Barrios
(Born 1978)

​

CFO since 2015

​

Formerly, the CFO for Triad Financial Corporation, a consumer finance company managing nearly $5 billion in assets, and the CFO for Revolve Clothing, an online apparel retailer.

Joseph A. Hanlon
(47)

Chief Compliance Officer (“CCO”) since 2015

2022

​

CCO for​

Senior Vice President, Legal Counsel and Deputy Compliance Officer of Crescent. He is also Chief Compliance Officer of CPCI. Prior to joining Crescent in 2014,2022, Mr. HanlonBarrios was the CCO for the Fidelity Investments Equity and High Income Mutual Funds.

George P. Hawley
(47)

Secretary since 2015

General Counsel for Crescent. Prior to joining Crescent in 2012, Mr. Hawley was senior vice president and associate general counselVice President, Legal & Compliance at TCW where he supported Crescent on certain funds and accounts sub-advised by TCW to Crescent.

The Carlyle Group.

Jason A. Breaux is Chief Executive Officer of the Corporation and serves as chairmanChairman of the Advisor’s investment committee. In addition, Mr. Breaux serves as Managing Director of Crescent within private credit and is a member of Crescent’s Management Committee, as well as a member of the special situations strategy.Board of Directors of CPCI. Prior to joining the teamCrescent in 2000, he worked at Robertson Stephens where he served in the mergers and acquisitions group. Prior to that, he worked in the corporate finance divisionCorporate Finance Division of Salomon Brothers specializing in capital raising assignments. Mr. Breaux is a current and former member or observer of the board of numerous private companies. Mr. Breaux received an MBAM.B.A. from the Darden School of Business at the University of Virginia and a BAB.A. from Georgetown University.

Jonathan R. Insull

Henry Chung is President of the Corporation and serves on the Advisor’s investment committee. In addition, Mr. Insull serves asChung is a Managing Director of Crescent within the capital markets strategy. Mr. Insull also serves as a Managing Director of TCW with respectCapital Group LP focusing on private credit. Prior to the management of certain funds sub-advised by Crescent. Mr. Insull is the lead portfolio manager of Crescent’s bank loan strategy. Since joining the team in 1997,2015, Mr. Insull has servedChung was a member of the Corporate Finance Division of Imperial Capital specializing in leveraged finance. Prior thereto, he was a numbermember of roles of increasing responsibility, including credit analyst, director of research and portfolio manager. He previously worked asTrinity Capital LLC, a credit officer at The Chase Manhattan Bank, and its predecessor institutions, Chemical Bank and Manufacturers Hanover Trust.boutique investment bank. Mr. InsullChung received his MBA in Finance from New York University and a BA in Economics from Hobart College.

8


Mike L. Wilhelms is CFO of the Corporation. Previously, Mr. Wilhelms was the CFO for Triad Financial Corporation, a consumer finance company managing nearly $5 billion in assets. Mr. Wilhelms was at Triad Financial Corporation for 11 years. Prior to joining the Advisor in 2015, Mr. Wilhelms was the CFO for Revolve Clothing, an online apparel retailer. Mr. Wilhelms started his career at KPMG in the assurance practice, specializing in financial services. Mr. Wilhelms became a California CPA in 1995 with inactive status starting in 2013. Mr. Wilhelms received his BA in Business Economics with a concentration in Accounting from the University of California, Santa Barbara.

Joseph A. HanlonLos Angeles.

Gerhard Lombard is the CCOChief Financial Officer of the Corporation. In addition, Mr. HanlonLombard also serves as the CCO forChief Financial Officer of Crescent. Prior toBefore joining Crescent in 2014,2016, Mr. HanlonLombard served as Chief Financial Officer and Treasurer of Whitehorse Finance Inc., a publicly traded business development company that is managed by H.I.G. Capital. Prior to H.I.G. Capital, Mr. Lombard was Group Controller and Chief Accounting Officer for Churchill Financial Group. Earlier in his career, Mr. Lombard spent approximately 11 years at Ernst & Young LLP, rising to the CCO for the Fidelity Investments Equitylevel of Senior Manager. He holds postgraduate degrees in Accounting and High Income Mutual Funds.  Mr. Hanlon was at Fidelity Investments for 13 years in various compliance capacities.  Mr. Hanlon practiced law as a counselor and litigator for Robins, Kaplan, Miller & Ciresi from 1992 to 2001 where he focused on advising and representing insurers on regulatory matters and complex litigation. Mr. Hanlon received a JD from Boston College Law School and BS in Finance from Boston College.

the University of Stellenbosch and the University of Natal both located in South Africa.

George P. Hawleyis Secretary of the Corporation. In addition, Mr. Hawley serves as the General Counsel for Crescent.Crescent and Secretary to CPCI. Prior to joining Crescent in 2012, Mr. Hawley was senior vice presidentSenior Vice President and associate general counselAssociate General Counsel at TCW where he supported Crescent on certainits funds and accounts sub-advised by TCW to Crescent.accounts. From 2000 to 2008, Mr. Hawley was an associate at Paul Hastings Janofsky & WalkerLLP specializing in asset management, securities, finance and restructuring, and general corporate.corporate law. Prior to joining Paul Hastings, Mr. Hawley began his legal career at Baker, Keener & Nahra where he practiced litigation. Mr. Hawley received a JDJ.D. from Loyola Law School and a BAB.A. from the University of Notre Dame.

Raymond Barrios is a Managing Director of the Corporation. Mr. Barrios is also a senior investment professional for the Advisor focusing on private credit and was previously a member of Crescent’s Mezzanine Product Group. Prior to joining Crescent in 2008, Mr. Barrios worked in the Leveraged Finance Group of Jefferies & Company, Inc. Mr. Barrios received his M.B.A. from Harvard University and his B.A. from the University of California, Los Angeles.
Kirill Bouek is the Controller of the Corporation. In addition, Mr. Bouek serves as Chief Financial Officer of CPCI. Prior to joining the Corporation Mr. Bouek worked at THL Credit, where he was the Controller for its private debt business, which included a publicly traded business development company and several private fund structures. Prior to joining THL Credit, Mr. Bouek worked at American Securities and PricewaterhouseCoopers LLP, where he began his career in 2008. Mr. Bouek holds a B.S. in Finance and Real Estate and an M.S. in Accounting from the University of Denver. Mr. Bouek is a CPA (inactive) and a CFA.
9
Erik Barrios is the Chief Compliance Officer of the Corporation. He is also Chief Compliance Officer of CPCI. In addition he serves as Senior Vice President, Legal Counsel and Deputy Compliance Officer for Crescent. Before joining Crescent in 2022, Mr. Barrios was Vice President, Legal & Compliance at The Carlyle Group, where he served as the chief compliance officer and corporate secretary for the business development companies within the firm’s Global Credit platform. Prior to then, Mr. Barrios held roles at Avenue Capital Group, Cohen & Steers and J. & W. Seligman & Co., focusing on legal and regulatory matters for registered investment companies. Mr. Barrios received a J.D. from Boston College Law School and a B.S. from Georgetown University.
10
CORPORATE GOVERNANCE

Role of the Board of Directors, Leadership Structure and Risk Oversight

The Role of the Board of Directors

The Corporation’s business and affairs are managed under the direction of the Board. The Board elects the Corporation’s officers, who serve at the discretion of the Board. The responsibilities of the Board include quarterly determinations of fair value of the Corporation’s assets, corporate governance activities, oversight of the Corporation’s financing arrangements, and oversight of the Corporation’s investment activities.

Board Structure and Leadership

The Board has structured itself in a manner that it believes allows it to perform its oversight function effectively. The Board consists of fivesix Directors, threefive of whom are not “interested persons,” as defined in the 1940 Act, and are Independent Directors, as defined in Nasdaq Marketplace Rule 303A.02 of the New York Stock Exchange Listed Company Manual4200(a)(15) (the “Independent Directors”). The membersmember of the Board who areis not an Independent Directors, Messrs. Bowman and Wright, areDirector, Ms. Ko, is referred to as an Interested DirectorsDirector (the “Interested Directors”Director”). Mr. Bowman, the chairman of the Board,Ms. Ko is deemed to be an Interested Director because of his service on the Advisor’s investment committee and as a Managing Director and co-head of Crescent’s U.S. Direct Lending business.  Mr. Wright is deemed to be an Interested Director because of his service on the Advisor’s investment committee andher position as a Managing Director of Crescent.  The Board believes that it is in the best interests of the Corporation for Mr. Bowman to lead the Board because of his familiarity with the Corporation’s portfolio companies and his broad experience with the day-to-day management and operation of other investment funds.

9


The Board does not have a lead Independent Director. All of the Independent Directors serve as members of each committee of the Board.  Inclusion of allBoard, which the Independent Directors in the committeesbelieve allows them to participate in the full range of the Board’s oversight duties, including oversight of the risk management process. In addition, although the Independent Directors recognize that having a lead Independent Director may in some circumstances help coordinate communications with management, and otherwise assist a board in the exercise of its oversight duties, the Independent Directors believe that, because of the relatively small size of the Board, the ratio of Independent Directors to Interested Directors, and the good working relationship among the Board members,Directors, it hasis not been necessary to designate a lead Independent Director.

Director at this time.

The Board, periodically reviews its leadership structure, includingthrough the role of the chairman of the Board. The Board alsoNominating Committee, completes an annual self-assessment during which it reviews its leadership and committee structure and considers whether its structure remains appropriate in light of the Corporation’s current operations. The Board also periodically reviews its leadership structure. The Board believes that its leadership structure, including the current percentage of the Board members who are Independent Directors, is appropriate given its specific characteristics. These characteristics include (i) the extent to which the work of the Board is conducted through the Board’s standing committees, each of whose meetings are chaired by an Independent Director; (ii) the extent to which the Independent Directors meet as needed in the absence of members of management and members of the Board who are “interested persons” of the Corporation;Interested Directors; and (iii) each of Mr. Bowman’s and Mr. Wright’sMs. Ko’s positions with the Advisor,Crescent, which enhance the Board’s understanding of the operations of the Advisor.

Board Oversight of Risk Management

The Board’s role is one of oversight, rather than active management. Oversight of the Corporation’s investment activities extends to oversight of the risk management processes employed by the Advisor as part of its day-to-day management of the Corporation’s investment activities. The goal of the Board’s risk oversight function is to ensure that the risks associated with the Corporation’s investment activities are accurately identified, thoroughly investigated, and responsibly addressed.

The Board reviews risk management processes at both regular and special Board meetings throughout the year, consulting with appropriate representatives of the Advisor, as necessary, and periodically requesting the production of risk management reports or presentations. The Board receives a wide range of reports on the Corporation’s activities from the Advisor and other service providers, including reports regarding the Corporation’s investment portfolio, the compliance of the Corporation with applicable laws, and the Corporation’s financial accounting and reporting. The Board also meets periodically with the Corporation’s CCO to receive reports regarding the compliance of the Corporation with the federal securities laws and the Corporation’s internal compliance policies and procedures, and meets with the Corporation’s CCO at least annually to review the CCO’s annual report, including the CCO’shis risk-based analysis for the Corporation. The Board’s Audit Committee (the “Audit Committee”) also meets regularly with the CFOChief Financial Officer and the Corporation’s independent registered public accounting firm to discuss, among other things, the internal control structure of the Corporation’s financial reporting function. The Board also meets periodically with the portfolio managers of the Corporation to receive reports regarding the management of the Corporation, including its investment risks.

11
The Board recognizes that not all risks that may affect the Corporation can be identified, that it may not be practical or cost-effective to eliminate or mitigate certain risks, that it may be necessary to bear certain risks (such as investment-related risks) to achieve the Corporation’s goals, that reports received by the Directors with respect to risk management matters are typically summaries of the relevant information, and that the processes, procedures and controls employed to address risks may be limited in their effectiveness. As a result of the foregoing and other factors, risk management oversight by the Board and by the committees is subject to substantial limitations.

10


Communications with Directors

Stockholders of the Corporation who wish to communicate with the Directors (or with an individual Director) should send communications to the attention of George P. Hawley, Secretary, c/o Crescent Capital BDC, Inc., 11100 Santa Monica Blvd., Suite 2000, Los Angeles, California 90025, and communications will be directed to the Director or Directors indicated in the communication or, if no Director or Directors are indicated, to all Directors.

Committees of the Board

The Board conducts much of its work through certain standing committees, each of whose meetings are chaired by an Independent Director. The Board has established an Audit Committee, a Nominating Committee, and a Compensation Committee, and may establish additional committees in the future. Effective as of March 24, 2016, the Board determined to dissolve the Compensation Committee.  For the period from February 5, 2015 (the Corporation’s inception) toyear ended December 31, 2015,2023, the Board held five Board meetings, threefour Audit Committee meetings, onetwo Nominating Committee meeting,meetings, and one Compensation Committee meeting. All Directors attended at least 75% of the aggregate number of meetings of the Board and of the respective committees on which they served that were held while they were members of the Board. The Corporation requires each Director to make a diligent effort to attend all Board and committee meetings, as well as eachmeetings. The Corporation does not have a formal policy regarding Director attendance at an annual meeting of stockholders.

Audit Committee

The Audit Committee is composed of Ms. Briscoe, Ms. Lee and Messrs. Segal, Strandberg and Strong, all of whom are Independent Directors. Mr. Strong serves as Chairman of the Audit Committee. The Board has determined that Mr. Strong is an “audit committee financial expert,” as that term is defined under Item 407 of Regulation S-K, as promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Ms. Briscoe, Ms. Lee and Messrs. Segal, Strandberg and Strong meet the current independence and experience requirements of Rule 10A-3 ofunder the Exchange Act. The Audit Committee operates pursuant to a charter approved by the Board, which sets forth the responsibilities of the Audit Committee (the “Audit Committee Charter”). The Audit Committee’s responsibilities include (i) establishing guidelines and making recommendations to the Board regarding the valuation of the Corporation’s loans and investments, (ii) selecting the Corporation’s independent registered public accounting firm, (iii) reviewing with such independent registered public accounting firm the planning, scope and results of their audit of the Corporation’s financial statements, (iv) pre-approving the fees for services performed, (v) reviewing with the independent registered public accounting firm the adequacy of internal control systems, (vi) reviewing the Corporation’s annual financial statements, (vii) overseeing internal audit staff and periodic filings, and (viii) receiving the Corporation’s audit reports and financial statements.

A current copy of the Corporation’s Audit Committee Charter is available on the Corporation’s website at www.crescentcap.com/crescent-capital-bdc.

https://www.crescentbdc.com/investor-relations/corporate-governance.

Nominating and Corporate Governance Committee

The Nominating Committee is composed of Ms. Briscoe, Ms. Lee and Messrs. Segal, Strandberg and Strong, all of whom are Independent Directors. Mr. Segal serves as Chairman of the Nominating Committee. The Nominating Committee is responsible for (i) selecting, researching and nominating directors for election by the Corporation’s stockholders, (ii) selecting nominees to fill vacancies on the Board or a committee of the Board, (iii) developing and recommending to the Board a set of corporate governance principles, and (iv) overseeing the evaluation of the boardBoard and the Corporation’s management.

11

its committees.

Nominations of persons for election to the Board of the Corporation at an annual meeting of stockholders of the Corporation may be made only by a stockholder who is entitled to vote at the annual meeting of stockholders and who has complied with the advance notice procedures of the Bylaws. Such nominations by any stockholder shall be made pursuant to timely notice in writing to the Secretary of the Corporation. ToThe general timeframe for submission of Director nominees is provided in the Corporation’s Bylaws and detailed under “Additional Information” in this Proxy Statement.

12
The Nominating Committee will consider stockholder recommendations for possible nominees for election as Directors when such recommendations are submitted in accordance with the Corporation’s Bylaws, the Nominating Committee Charter and any applicable law, rule or regulation regarding Director nominations. When submitting a nomination to the Corporation for consideration, a stockholder must provide all information that would be timely, the stockholder’s notice must be delivered by a nationally recognized courier service or mailed by first class U.S. mail, postage or delivery charges prepaid, and received at the principal executive officesrequired under applicable rules of the Corporation addressedSEC to the attention of the Secretary of the Corporation not less than ninety (90) days nor more than one hundred twenty (120) days in advance of the anniversary of the date the Corporation’s proxy statement was released to the stockholdersbe disclosed in connection with the previous year’s annual meetingelection of stockholders; provided, however, that in the event that no annual meeting was held in the previous year or the date of the annual meeting has been changed by more than thirty (30) days from the date contemplated at the time of the previous year’s proxy statement, notice by the stockholder must be received by the Secretary of the Corporation not later than the close of business on the later of (x) the ninetieth (90th) day prior to such annual meeting and (y) the seventh (7th) day following the day on which public announcement of the date of such annual meeting is first made.  The stockholder’s notice to the Secretary shall set forth (i) as to each person whom the stockholder proposes to nominate for election or re-election as a Director, (a)including the following minimum information for each Director nominee: full name, age business address and residence address of the person, (b) theaddress; principal occupation or employment ofduring the person, (c)past five years; directorships on publicly held companies and investment companies during the class andpast five years; number of shares of capital stockthe Corporation’s Common Stock owned, if any; and a written consent of the Corporation which are beneficially ownedindividual to stand for election if nominated by the personBoard and (d) any other information relating to the person that is required to be disclosed in solicitations for proxies for election of Directors pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) under Section 14 of the Exchange Act and (ii) as to the stockholder giving the notice (a) the name and record address of the stockholder and (b) the class and number of shares of capital stock of the Corporation which are beneficially ownedserve if elected by the stockholder.  The Corporation may require any proposed Director nominee to furnish such other information as may reasonably be required by the Corporation to determine the eligibility of such proposed Director nominee to serve as a Director of the Corporation.  No person shall be eligible for election as a Director of the Corporation unless nominated in accordance with the procedures set forth in the Bylaws.  The officer of the Corporation presiding at an annual meeting shall, if the facts warrant, determine and declare to the annual meeting that a nomination was not made in accordance with the foregoing procedure, and if he or she should so determine, he or she shall so declare to the annual meeting and the defective nomination shall be disregarded.

The Nominating Committee seeks candidates who possess the background, skills and expertise to make a significant contribution to the Board, the Corporation and its stockholders.

In considering possible candidates for election as a Director, the Nominating Committee takes into account, in addition to such other factors as it deems relevant, whether the individual (1) is of high character and integrity; (2) is accomplished in his or her respective fields, with superior credentials and recognition; (3) has relevant expertise and experience upon which to be able to offer advice and guidance to management; (4) has sufficient time available to devote to the Corporation’s affairs; (5) is able to work with the other members of the Board and contribute to the Corporation’s success; (6) can represent the long-term interests of the Corporation’s stockholders as a whole; and (7) is selected such that the Board represents a range of backgrounds and experience.

The Nominating Committee has not adopted a formal policy with regard to the consideration of diversity in identifying Director nominees. In determining whether to recommend a Director nominee, the Nominating Committee considers and discusses diversity, among other factors, with a view toward the needs of the Board as a whole. The Nominating Committee generally conceptualizes diversity expansively to include, without limitation, concepts such as race, gender, national origin, differences of viewpoint, professional experience, education, skill and other qualities that contribute to the Board, when identifying and recommending directorDirector nominees. The Nominating Committee believes that the inclusion of diversity as one of many factors considered in selecting Director nominees is consistent with the goal of creating a Board that best serves the Corporation’s needs and the interests of the Corporation’s stockholders.

12


A current copy of the Corporation’s Nominating Committee Charter is available on the Corporation’s website at www.crescentcap.com/crescent-capital-bdc.

https://www.crescentbdc.com/investor-relations/corporate-governance.

Compensation Committee

The Compensation Committee wasis composed of Ms. Briscoe, Ms. Lee and Messrs. Segal, Strandberg and Strong, all of whom are Independent Directors. Mr. Strandberg servedserves as Chairman of the Compensation Committee. Effective as of March 24, 2016,The Compensation Committee is responsible for (i) determining, or recommending to the Board determinedof Directors for determination, the compensation paid directly, if any, by the Corporation to dissolvethe Corporation’s chief executive officer and any other executive officers of the Corporation, (ii) directly appointing, compensating and overseeing work of any compensation consultant, legal counsel, or other adviser retained by the Compensation Committee, and (iii) assisting the Compensation Committee Charter because the Corporation’s executive officers do not currently receive any direct compensation from the Corporation.  The compensationBoard of the Independent Directors of the Corporation will be determined bywith matters related to compensation generally.
A current copy of the Board.

Corporation’s Compensation Committee Charter is available on the Corporation’s website at https://www.crescentbdc.com/investor-relations/corporate-governance.

Compensation of Executive Officers and Directors

Executive Officers

The executive officers of the Corporation and the Interested DirectorsDirector receive no direct compensation from the Corporation. TheAs described in greater detail below, the Corporation has agreed to reimburse the Administrator for its allocable portion of the compensation paid to or compensatory distributions received by the Corporation’s CFOChief Financial Officer, CCO and CCO,other executive officers of the Corporation, and any of their respective staff who provide services to the Corporation, operations staff who provide servicesCorporation.
Independent Directors
During the period of January 1, 2023 to the Corporation, and any internal audit staff, to the extent internal audit performs a role inDecember 31, 2023, each of the Corporation’s Sarbanes-Oxley (“SOX”) internal control assessment. In addition, to the extent that the Administrator outsources any of its functions, the Corporation will pay the fees associated with such functions at cost.  The Corporation has agreed to reimburse the Administrator for its allocable portion of the compensation of any personnel that they provide for the Corporation’s use.

Independent Directors

Each Independent Director receives received (i) an annual fee of $75,000.  Each Independent Director also receives$2,500$95,000, and (ii) $2,500 plus reimbursement of reasonable out-of-pocket expenses incurred in connection with attending each regular Board meeting and $500$1,000 for each special Board meeting. EachThe

13
Corporation’s Independent DirectorDirectors also receivesreceived $1,000 plus reimbursement of reasonable out-of-pocket expenses incurred in connection with each committee meeting attended. In addition, the Chairman of the Audit Committee receives an additional annual fee of $7,500. The ChairmanChairperson of the Nominating Committee receives an additional annual fee of $2,500.  The Chairman ofand the Compensation Committee received an additional annual fee of $2,500 for periods prior$5,000 and $5,000, respectively.
During the period of January 1, 2023 to August 3, 2023, the dissolutionChairman of the Compensation Committee.

Audit Committee received an additional annual fee of $10,000. Effective immediately following the adjournment of the August 3, 2023 meeting to December 31, 2023, the Chairman of the Audit Committee received an additional annual fee of $12,500.

The following table summarizes the compensation earned by or paid by the Corporation and the Fund Complex to the Directors for services rendered for the period from February 5, 2015 (the Corporation’s inception) toyear ended December 31, 2015.  As noted above, the Corporation is not part of a “Fund Complex”.

Name of Director

 

Aggregate
Compensation
From the Corporation

 

Independent Directors

 

 

 

Michael S. Segal

 

$

65,166

 

Steven F. Strandberg

 

$

65,166

 

George G. Strong, Jr.

 

$

68,500

 

 

 

 

 

 

Interested Directors

 

 

 

John S. Bowman

 

$

0

 

Christopher G. Wright

 

$

0

 

13

2023.

Name of Director
​​
Aggregate
Compensation
From the Corporation
​​
Aggregate
Compensation
From the Fund Complex
Independent Directors
​​
 
​​
 
Michael S. Segal
​​
$122,000
​​
$122,000
Steven F. Strandberg
​​
$116,000
​​
$116,000
George G. Strong, Jr.
​​
$128,026
​​
$128,026
Kathleen S. Briscoe
​​
$117,000
​​
$162,500
Susan Y. Lee
​​
$117,120
​​
$168,335
 
​​
 
​​
 
Interested Directors
​​
 
​​
 
Elizabeth Ko
​​
None
​​
None

Code of Conduct and Code of Ethics

The Corporation expects each of its officers and Directors, as well as any person affiliated with its operations, to act in accordance with the highest standards of personal and professional integrity at all times and to comply with the Corporation’s policies and procedures and all laws, rules and regulations of any applicable international, federal, provincial, state or local government. To this effect, the Corporation has adopted a SOX Code of Conduct pursuant to the Sarbanes-Oxley Act of 2002 (“SOX”), which applies to the Corporation’s principal executive officer and principal financial officer. There have been no material changes to the SOX Code of Conduct or material waivers of the SOX Code of Conduct. The SOX Code of Conduct is available on the Corporation’s website at www.crescentcap.com/crescent-capital-bdc.

https://www.crescentbdc.com/investor-relations/corporate-governance.

As required by the 1940 Act, the Corporation and the Advisor have each adopted a Code of Ethics (the “Rule 17j-1 Code of Ethics”) that establishes procedures that apply to the Corporation’s Directors, executive officers, officers, their respective staffs and the employees of the Advisor with respect to their personal investments and investment transactions. The Rule 17j-1 Code of Ethics generally does not permit investments by the Corporation’s Directors, officers or any other covered person in securities that may be purchased or held by the Corporation.

Additionally, the Rule 17j-1 Code of Ethics generally prohibits the Corporation’s Directors, officers or any other covered person from: (i) buying or selling puts or calls or other derivative securities (other than derivative securities issued by the Corporation, such as convertible notes) based on the Corporation’s securities; (ii) engaging in the short sale of the Corporation’s securities; (iii) holding the Corporation’s securities in a margin account or pledging the Corporation’s securities as collateral for a loan; or (iv) entering into hedging or monetization transactions or similar arrangements with respect to the Corporation’s securities.

Requests to receive a copy of the Rule 17j-1 Code of Ethics may be made in writing addressed to Crescent Capital BDC, Inc., 11100 Santa Monica Boulevard, Suite 2000, Los Angeles, California, 90025,299 Park Avenue, 33rd Floor, New York, NY 10171, Attention: CBDCCCAP Investor Relations, or by emailing us at investor.relations@crescentcap.com.

daniel.mcmahon@crescentcap.com.

Involvement in Certain Legal Proceedings

The Corporation may become

We are party to certain lawsuits in the ordinarynormal course of business, including proceedings relating to the enforcement of the Corporation’sour rights under loans to or other contracts with the Corporation’sour portfolio companies. The Corporation is not currently subjectFurthermore, third parties may try to seek to impose liability on us in connection with our activities or the activities of our portfolio companies. While the outcome of any materialsuch legal proceedings nor, to the Corporation’s knowledge, is any materialcannot at this time be predicted with certainty, we do not expect that these legal proceeding threatened against the Corporation.

proceedings will materially affect our business, financial condition or results of operations.

14
Certain Relationships and Related Party Transactions

The Advisor

The Advisor is a registered investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). The Corporation’s investment activities are managed by its investment adviser,the Advisor, which is responsible for (i) originating prospective investments, (ii) conducting research and due diligence investigations on potential investments, (iii) analyzing investment opportunities, (iv) negotiating and structuring the Corporation’s investments, and (v) monitoring the Corporation’s investments and portfolio companies on an ongoing basis. The Advisor has entered into a Resource Sharing Agreement (the “Resource Sharing Agreement”) with Crescent, pursuant to which Crescent provides the Advisor with experienced investment professionals (including the members of the Advisor’s investment committee) and access to the resources of Crescent so as to enable the Advisor to fulfill its obligations under the Corporation’s Investment Advisory Agreement with the Advisor (the “Investment Advisory Agreement”). Through the Resource Sharing Agreement, the Advisor intends to capitalizecapitalizes on the significant deal origination, credit underwriting, due diligence, investment structuring, execution, portfolio management and monitoring experience of Crescent’s investment professionals.

14


Investment Advisory Agreement

The

At a special meeting of stockholders of the Corporation has entered into anheld on December 17, 2020, the Corporation’s stockholders approved a new investment advisory agreement between the Corporation and the Advisor upon the closing of acquisition of a majority indirect ownership interest in the Advisor by Sun Life Financial Inc., which occurred on January 5, 2021 (the “Investment Advisory Agreement”). On November 2, 2023, the Board, including a majority of the Independent Directors, approved the continuance of the Investment Advisory Agreement pursuantfor a one-year period.
Under the terms of the Investment Advisory Agreement, the Adviser provides investment advisory services to which the Corporation has agreedand its portfolio investments. The Adviser’s services under the Investment Advisory Agreement are not exclusive, and the Adviser is free to payfurnish similar or other services to others so long as its services to the AdvisorCorporation are not impaired. Under the terms of the Investment Advisory Agreement, the Adviser is entitled to receive a base management fee and anmay also receive incentive fee for its services. The cost of both the base management fee and the incentive fee will ultimately be borne by the Corporation’s stockholders.

fees, as discussed below.

Base Management Fee
The base management fee is calculated and payable quarterly in arrears at an annual rate of 1.5%1.25% of the Corporation’sour gross assets, including assets purchased with borrowed funds or other formsacquired through the incurrence of leveragedebt but excluding any cash, cash equivalents and cash equivalents. For services rendered under the Investment Advisory Agreement, the base management fee is payable quarterly in arrears.restricted cash. The base management fee is calculated based on the average value of the Corporation’s gross assets at the end of the two most recently completed calendar quarters, and appropriately adjusted for any share issuances or repurchases during the current calendar quarter. Base management fees for any partial month or quarter will be appropriately pro-rated. For purposes of the Investment Advisory Agreement, cash equivalents means U.S. government securities and commercial paper maturing within one year of purchase. The Advisor, however, during any period prior to the earlier of the end of the Commitment Period (as defined below) and a Qualified IPO (as defined below), will agree to waiveAdviser has voluntarily waived its right to receive management fees in excess of the sum of (i) 0.25% of the aggregate committed but undrawn capital and (ii) 0.75% of the aggregate gross assets excluding cash (including capital drawn to payon the Corporation’s expenses).  If the Commitment Period ends prior to a Qualified IPO, the Advisor will waive its right to receive management feesinvestments in excess of 0.50% of the aggregate gross assets excluding cash (including capital drawn to pay the Corporation’s expenses) duringGACP II LP, WhiteHawk III Onshore Fund LP and Freeport Financial SBIC Fund LP for any period afterin which these investments remain in the end of the Commitment Period and prior to a Qualified IPO.  A “Qualified IPO” is an initial public offering of the Corporation’s common stock that results in an unaffiliated public float of at least the lower of $75 million or 15% of the aggregate capital commitments received prior to the date of such initial public offering. The Advisor will not be permitted to recoup any waived amounts at any time and the waiver agreement may only be modified or terminated prior to a Qualified IPO with the approval of the Board.

investment portfolio.

For the period from February 5, 2015 (the Corporation’s inception) throughyear ended December 31, 2015,2023, the Corporation incurred management fees of $605,497,$19,613,000, of which $336,180$190,000 was payable atwaived. As of December 31, 2015. The Corporation commenced investment operations on June 26, 2015.

The Corporation pays2023, management fees of $5,026,000 were unpaid.

Incentive Fees
Under the Advisor an incentive fee. TheInvestment Advisory Agreement, the incentive fee consists of two parts—an incentive fee based on income and an incentive fee based on capital gains. parts:
The first part, the “incomeincome incentive fee”, which is described in more detail in the bullet points below,fee, is calculated and payable quarterly in arrears and (a) equals 100% of the excess of the Corporation’s pre-incentive fee net investment income for the immediately preceding calendar quarter, over a preferred return of 1.5%1.75% per quarter (6%(7.0% annualized) (the “Hurdle”), or “Hurdle,” and a “catch-up”catch-up feature until the AdvisorAdviser has received (i) prior to a Qualified IPO, 15%, or (ii) after a Qualified IPO, 17.5%, of the pre-incentive fee net investment income for the current quarter up to the “catch-up”2.1212% (the “Catch-up”), and (b) (i) prior to a Qualified IPO, 15% or (ii) after a Qualified IPO, 17.5%, of all remaining pre-incentive fee net investment income above the “catch-up.“Catch-up.”
The second part, the capital gains incentive fee, will beis determined and payable in arrears as of the end of each fiscal year (or uponat a Qualified IPO or terminationrate of the Investment Advisory Agreement), (i) prior to a Qualified IPO, 15%, or (ii) after a Qualified IPO, 17.5%, of the Corporation’s realized capital gains, if any, on a cumulative basis from the Corporation’s inception through the end of the fiscal year, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid capital gain incentive fees.

15


Pre-incentive fee net investment income means interest income, dividend income and any other income (including any other fees such as commitment, origination, structuring, diligence and consulting fees or other fees that we receive from portfolio companies but excluding fees for providing managerial assistance) accrued during the calendar quarter, minus operating expenses for the quarter (including the base management fee, any expenses payable under the Administration Agreement with the Corporation (the “Administration Agreement”), and any interest expense and dividends paid on any outstanding preferred stock, but excluding the incentive fee). Pre-incentive fee net investment income includes, in the case of investments with a deferred interest feature such as market discount, original issue discount (“OID”), debt instruments with payment-in-kind (“PIK”) interest, preferred stock with PIK dividends and zero-coupon securities, accrued income that the Corporation has not yet received in cash.

Pre-incentive fee net investment income does not include any realized or unrealized capital gains or losses or unrealized capital appreciation or depreciation. Because of the structure of the incentive fee, it is possible that the Corporation may pay an incentive fee in a quarter where the Corporation incurs a loss. For example, if the Corporation receives pre-incentive fee net investment income in excess of the Hurdle rate for a quarter, the Corporation will pay the applicable incentive fee even if it has incurred a loss in that quarter due to realized and unrealized capital losses.

Pre-incentive fee net investment income will be compared to a “Hurdle Amount” equal to the product of (i) the Hurdle rate of 1.50% per quarter (6.00% annualized) and (ii) the Corporation’s net assets (defined as total assets less indebtedness and before taking into account any incentive fees payable during the period), at the end of the immediately preceding calendar quarter. If market interest rates rise, the Corporation may be able to invest the Corporation’s funds in debt instruments that provide for a higher return, which would increase the Corporation’s pre-incentive fee net investment income and make it easier for the Advisor to surpass the fixed Hurdle rate and receive an incentive fee based on such net investment income. PIK interest and OID will also increase the Corporation’s pre-incentive fee net investment income and make it easier to surpass the fixed Hurdle rate.  The Corporation’s pre-incentive fee net investment income used to calculate this part of the incentive fee is also included in the amount of the Corporation’s total assets (other than cash and cash equivalents but including assets purchased with borrowed amounts) used to calculate the 1.5% base management fee.

Prior to the occurrence of a Qualified IPO, the Corporation will pay the income incentive fee in each calendar quarter as follows:

·                  no income incentive fee in any calendar quarter in which the Corporation’s pre-incentive fee net investment income does not exceed the Hurdle Amount;

·                  100% of the Corporation’s pre-incentive fee net investment income with respect to that portion of such pre-incentive fee net investment income, if any, that exceeds the Hurdle Amount but is less than or equal to an amount (the “Pre-Qualified IPO Catch-Up Amount”) determined on a quarterly basis by multiplying 1.7647% by the Corporation’s net asset value at the beginning of each applicable calendar quarter. The Pre-Qualified IPO Catch-Up Amount is intended to provide the Advisor with an incentive fee of 15% on all of the Corporation’s pre-incentive fee net investment income when the Corporation’s pre-incentive fee net investment income reaches the Pre-Qualified IPO Catch-Up Amount in any calendar quarter; and

·                  for any calendar quarter in which the Corporation’s pre-incentive fee net investment income exceeds the Pre-Qualified IPO Catch-Up Amount, the income incentive fee shall equal 15% of the amount of the Corporation’s pre-incentive fee net investment income for the calendar quarter.

16


On and after the occurrence of a Qualified IPO, the Corporation will pay the income incentive fee in each calendar quarter as follows:

·                  no income incentive fee in any calendar quarter in which the Corporation’s pre-incentive fee net investment income does not exceed the Hurdle Amount;

·                  100% of the Corporation’s pre-incentive fee net investment income with respect to that portion of such pre-incentive fee net investment income, if any, that exceeds the Hurdle Amount but is less than or equal to an amount (the “Post-Qualified IPO Catch-Up Amount”) determined on a quarterly basis by multiplying 1.8182% by the Corporation’s net asset value at the beginning of each applicable calendar quarter. The Post-Qualified IPO Catch-Up Amount is intended to provide the Advisor with an incentive fee of 17.5% on all of the Corporation’s pre-incentive fee net investment income when the Corporation’s pre-incentive fee net investment income reaches the Post-Qualified IPO Catch-Up Amount in any calendar quarter; and

·                  for any calendar quarter in which the Corporation’s pre-incentive fee net investment income exceeds the Post-Qualified IPO Catch-Up Amount, the income incentive fee shall equal 17.5% of the amount of the Corporation’s pre-incentive fee net investment income for the calendar quarter.

These calculations will be appropriately pro-rated for any period of less than three months and adjusted for any share issuances or repurchases by the Corporation during the current quarter. The Corporation does not currently intend to institute a share repurchase program and share repurchases will be effected only in extremely limited circumstances in accordance with applicable law. If the Qualified IPO occurs on a date other than the first day of a calendar quarter, the income incentive fee shall be calculated for such calendar quarter at a weighted rate calculated based on the fee rates applicable before and after a Qualified IPO based on the number of days in such calendar quarter before and after a Qualified IPO.

The second part of the incentive fee is a capital gains incentive fee that will be determined and payable in arrears in cash as of the end of each fiscal year (or upon termination of the Investment Advisory Agreement, as of the termination date), and equals (i) 15% of the Corporation’s realized capital gains as of the end of the fiscal year prior to a Qualified IPO, and (ii) 17.5% of the Corporation’s realized capital gains as of the end of the fiscal year after a Qualified IPO. In determining the capital gains incentive fee payable to the Advisor, the Corporation calculates the cumulative aggregate realized capital gains and cumulative aggregate realized capital losses since the Corporation’s inception, and the aggregate unrealized capital depreciation as of the date of the calculation, as applicable, with respect to each of the investments in the Corporation’s portfolio. For this purpose, cumulative aggregate realized capital gains, if any, equals the sum of the differences between the net sales price of each investment, when sold, and the original cost of such investment since the Corporation’s inception. Cumulative aggregate realized capital losses equals the sum of the amounts by which the net sales price of each investment, when sold, is less than the original cost of such investment since the Corporation’s inception. Aggregate unrealized capital depreciation equals the sum of the difference, if negative, between the valuation of each investment as of the applicable calculation date and the original cost of such investment. At the end of the applicable year, the amount of capital gains that serves as the basis for the Corporation’s calculation of the capital gains incentive fee equals the cumulative aggregate realized capital gains less cumulative aggregate realized capital losses, less aggregate unrealized capital depreciation, with respect to the Corporation’s portfolio of investments. If this number is positive at the end of such year, then the capital gains incentive fee for such year will equal 15% or 17.5%, as applicable, of such amount, less the aggregate amount of any capital gains incentive fees paid in respect of the Corporation’s portfolio in all prior years as calculated in accordance with the below after a Qualified IPO.

17


If a Qualified IPO occurs on a date other than the first day of a fiscal year, a capital gains incentive fee shall be calculated as of the day before the Qualified IPO, with such capital gains incentive fee paid to the Advisor following the end of the fiscal year in which the Qualified IPO occurred. For the avoidance of doubt, such capital gains incentive fee shall be equal to 15.0% of the Corporation’s realized capital gains on a cumulative basis from inception through the day before the Qualified IPO, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid capital gains incentive fees. Following a Qualified IPO, solely for the purposes of calculating the capital gains incentive fee, the Corporation will be deemed to have previously paid capital gains incentive fees prior to a Qualified IPO equal to the product obtained by multiplying (a) the actual aggregate amount of previously paid capital gains incentive fees for all periods prior to a Qualified IPO by (b) the percentage obtained by dividing (x) 17.5% by (y) 15.0%. In the event that the Investment Advisory Agreement shall terminate as of a date that is not a fiscal year end, the termination date shall be treated as though it were a fiscal year end for purposes of calculating and paying a capital gains incentive fee.

For

15
On February 22, 2021, the period from February 5, 2015 (the Corporation’s inception)Adviser notified the Board of Directors of its intent to voluntarily waive income incentive fees to the extent net investment income, excluding the effect of the GAAP incentive fee, falls short of the regular declared dividend on a full dollar basis. The waiver became effective on July 31, 2021 and, pursuant to an extension of the waiver announced on October 4, 2022, continued through December 31, 2015,2023. The Adviser has also voluntarily waived its right to receive the Advisor didincome incentive fees attributable to the investment income accrued by the Company as a result of its investments in GACP II LP, WhiteHawk III Onshore Fund LP and Freeport Financial SBIC Fund LP.
For the year ended December 31, 2023, the Corporation incurred income incentive fees of 17,451,000 of which $276,000 were waived by the Advisor. As of December 31, 2023, income incentive fees of $4,770,000 were unpaid.
GAAP Incentive Fee on Cumulative Unrealized Capital Appreciation
The Corporation accrues, but does not earnpay, a portion of the incentive fee based on capital gains with respect to net unrealized appreciation. Under GAAP, the Corporation is required to accrue an incentive fee based on capital gains that includes net realized capital gains and losses and net unrealized capital appreciation and depreciation on investments held at the end of each period. In calculating the accrual for the incentive fee based on capital gains, the Corporation did not payconsiders the cumulative aggregate unrealized capital appreciation in the calculation, since an incentive fee based on capital gains would be payable if such unrealized capital appreciation were realized, even though such unrealized capital appreciation is not permitted to be considered in calculating the Advisor. Thefee payable under the Investment Advisory Agreement. This accrual is calculated using the aggregate cumulative realized capital gains and losses and aggregate cumulative unrealized capital appreciation or depreciation. If such amount is positive at the end of a period, then the Corporation commenced investment operationsrecords a capital gains incentive fee equal to 17.5% of such amount, minus the aggregate amount of actual incentive fees based on June 26, 2015.

The Boardcapital gains paid in all prior periods. If such amount is negative, then there is no accrual for such period. There can be no assurance that such unrealized capital appreciation will monitor the mix and performance of the Corporation’s investments over time and will seek to satisfy itself that the Advisor is actingbe realized in the Corporation’s interests and thatfuture.

For the Corporation’s fee structure appropriately incentivizesyear ended December 31, 2023, the Advisor to do so.

Corporation recorded no capital gains incentive fees on unrealized capital appreciation. No capital gains incentive fees remained unpaid at December 31, 2023.

Indemnification
Under the Investment Advisory Agreement, the Advisor has not assumed any responsibility to the Corporation other than to render the services called for under that agreement. It will not be responsible for any action of the Board in following or declining to follow the Advisor’s advice or recommendations. Under the Investment Advisory Agreement, the Advisor, its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with the Advisor, including, without limitation, its general partner and the Administrator, and any person controlling or controlled by the Advisor will not be liable to the Corporation, any subsidiary of the Corporation, the Directors, stockholders or any subsidiary’s stockholders or partners for acts or omissions performed in accordance with and pursuant to the Investment Advisory Agreement, except those resulting from acts constituting gross negligence, willful misfeasance, bad faith or reckless disregard of the duties that the Advisor owes to the Corporation under the Investment Advisory Agreement. In addition, as part of the Investment Advisory Agreement, the Corporation has agreed to indemnify the Advisor and each of its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with the Advisor, including, without limitation, its general partner and the Administrator, from and against any claims or liabilities, including reasonable legal fees and other expenses reasonably incurred, arising out of or in connection with the Corporation’s business and operations or any action taken or omitted on the Corporation’s behalf pursuant to authority granted by the Investment Advisory Agreement, except where attributable to gross negligence, willful misfeasance, bad faith or reckless disregard of such person’s duties under the Investment Advisory Agreement. These protections may lead the Advisor to act in a riskier manner when acting on the Corporation’s behalf than it would when acting for its own account.

The Administration Agreement

The Corporation has also entered into an Administration Agreement, pursuant to which the Administrator provides the administrative services necessary for the Corporation to operate, and the Corporation utilizes the Administrator’s office facilities, equipment and recordkeeping services. Pursuant to the Administration Agreement, the Administrator has agreed to oversee the Corporation’s public reporting requirements and tax reporting and monitor the Corporation’s expenses and the performance of professional services rendered to the Corporation by others. The Administrator has also hired a sub-administrator to assist in the provision of administrative services.  The Corporation will reimburse the Administrator for its costs and expenses and the Corporation’s allocable portion of overhead incurred by it in performing its obligations under the Administration Agreement, including compensation paid to or compensatory distributions received by the Corporation’s officers (including its  CCO and CFO) and any of their respective staff who provide services to the Corporation, operations staff who provide services to the Corporation, and any internal audit staff, to the extent internal audit performs a role in the Corporation’s SOX internal control assessment. The Corporation’s allocable portion of overhead will be determined by the Administrator, which expects to use various methodologies such as allocation based on the percentage of time certain individuals devote, on an estimated basis, to the business and affairs of the Corporation, and will be subject to oversight by the Board. The sub-administrator will be paid its compensation for performing its sub-administrative services under the sub-administration agreement. The Administrator will waive its right to be reimbursed in the event that any such reimbursements would cause any distributions to the Corporation’s stockholders to constitute a return of capital. In addition, the Advisor is permitted to delegate its duties under the Administration Agreement to affiliates or third parties and the Corporation will reimburse the expenses of these parties incurred and paid by the Advisor on the Corporation’s behalf.

18


For the period from February 5, 2015 (the Corporation’s inception) through December 31, 2015, the Corporation incurred expenses of $303,892 under the terms of the Administration Agreement, of which $317,225 was payable at December 31, 2015.

Both the Investment Advisory Agreement and the Administration Agreement have been approved by the Board. Unless earlier terminated as described below, both the Investment Advisory Agreement and the Administration Agreement will remain in effect for a period of two years from their effective date and will remain in effect from year to year thereafter if approved annually by (i) the vote of the Board, or by the vote of a majority of the Corporation’s outstanding voting securities, and (ii) the vote of a majority of the Independent Directors. The Investment Advisory Agreement and the Administration Agreement will automatically terminate in the event of assignment. Both the Investment Advisory Agreement and the Administration Agreement may be terminated by either party, without penalty, upon not less than 60 days’ written notice to the other.

U.S. federal and state securities laws may impose liability under certain circumstances on persons who act in good faith. Nothing in the Investment Advisory Agreement will constitute a waiver or limitation of any rights that the Corporation may have under any applicable federalapplicable.

Administration Agreement
On June 2, 2015, the Corporation entered into the administration agreement with the Administrator, as amended and restated on February 1, 2020 (the “Administration Agreement”). Under the terms of the Administration Agreement, the Administrator provides administrative services. These services include providing office space, equipment and office
16
services, maintaining financial records, preparing reports to stockholders and reports filed with the SEC, and managing the payment of expenses and the performance of administrative and professional services rendered by others. Certain of these services are reimbursable to the Administrator under the terms of the Administration Agreement. In addition, the Administrator is permitted to delegate its duties under the Administration Agreement to affiliates or statethird parties. To the extent the Administrator outsources any of its functions, the Corporation will pay the fees associated with such functions on a direct basis, without incremental profit to the Administrator. The Administration Agreement may be terminated by either party without penalty on 60 days’ written notice to the other party.
No person who is an officer, director or employee of the Administrator or its affiliates and who serves as a director receives any compensation for his or her services as a director. However, the Corporation reimburses the Administrator (or its affiliates) for an allocable portion of the compensation paid by the Administrator or its affiliates to the Corporation’s accounting professionals, legal counsel, and compliance professionals who spend time on such related activities (based on the percentage of time those individuals devote, on an estimated basis, to our business and affairs of the Corporation). The allocable portion of the compensation for these officers and other professionals are included in the administration expenses paid to the Administrator. Directors who are not affiliated with the Administrator or its affiliates receive compensation for their services and reimbursement of expenses incurred to attend meetings.
The Investment Advisory Agreement and the Administration Agreement were renewed by the Board in November 2023, including a majority of our Independent Directors. Unless earlier terminated as described below, the Administration Agreement will remain in effect for a period of one year from its effective date and will remain in effect from year to year thereafter if approved annually by (i) the vote of our Board, or by the vote of a majority of our outstanding voting securities, laws.

and (ii) the vote of a majority of our Independent Directors. The Administration Agreement will automatically terminate in the event of assignment. The Administration Agreement may be terminated by either party without penalty upon not less than 60 days’ written notice to the other.

The Corporation incurred administrative services expenses of $1,454,000 for the fiscal year ended December 31, 2023, of which $493,000 was payable at December 31, 2023.
License Agreement

The Corporation has also entered into a license agreement with Crescent under which Crescent has agreed to grant the Corporation a non-exclusive, royalty-free license to use the name “Crescent Capital”.

Capital.”

Other Fees and Expenses

The Corporation’s primary operating expenses will include the payment of fees to the Advisor under the Investment Advisory Agreement, the Corporation’s allocable portion of overhead expenses under the Administration Agreement and other operating costs described below.  The Corporation will bear all other out-of-pocket costs and expenses of the Corporation’s operations and transactions, including:

·                  the Corporation’s initial organization costs incurred prior to the commencement of the Corporation’s operations up to a maximum of $1.5 million;

·                  operating costs incurred prior to the commencement of the Corporation’s operations;

·                  the cost of calculating the Corporation’s net asset value, including the cost of any third-party valuation services;

·                  the cost of effecting sales and repurchases of shares of the Corporation’s common stock and other securities;

19


·                  fees payable to third parties relating to making investments, including out-of-pocket fees and expenses associated with performing due diligence and reviews of prospective investments;

·                  transfer agent and custodial fees;

·                  out-of-pocket fees and expenses associated with marketing efforts;

·                  federal and state registration fees and any stock exchange listing fees;

·                  U.S. federal, state and local taxes;

·                  independent directors’ fees and expenses;

·                  brokerage commissions;

·                  fidelity bond, directors’ and officers’ liability insurance and other insurance premiums;

·                  direct costs, such as printing, mailing, long distance telephone and staff;

·                  fees and expenses associated with independent audits and outside legal costs;

·                  costs associated with the Corporation’s reporting and compliance obligations under the 1940 Act and other applicable U.S. federal and state securities laws; and

·                  other expenses incurred by the Advisor, the Administrator or the Corporation in connection with administering the Corporation’s business, including payments under the Administration Agreement that will be based upon the Corporation’s allocable portion (subject to the review and approval of the Board) of overhead.

All of the foregoing expenses are borne indirectly by the Corporation’s stockholders.

The Corporation has agreed to repay the Advisor for initial organization costs incurred prior to the commencement of the Corporation’s operations up to a maximum of $1.5 million and operating costs incurred prior to the commencement of the Corporation’s operations, each on a pro rata basis over the first $350 million of invested capital over a period not to exceed three years from the initial capital commitment..

From time to time, the Advisor, the Administrator, or their respective affiliates, may pay third-party providers of goods or services.  services. The Corporation will reimburse the Advisor, the Administrator or such affiliates thereof for any such amounts paid on the Corporation’s behalf. Each of the Administrator and the Advisor will waive its right to be reimbursed in the event that such reimbursements would cause any distributions to the Corporation’s stockholders to constitute a return of capital. All of these expenses will ultimately be borne by the Corporation’s stockholders.

Certain Relationships and Potential Conflicts of Interest

The Corporation has entered into agreements with the Advisor, in which the Corporation’s senior management and members of the Advisor’s investment committee have indirect ownership and other financial interests. Members of the Corporation’s senior management and members of the Advisor’s investment committee also serve as principals of other investment managers affiliated with Crescent, which controls the Advisor, that do and may in the future manage other investment funds, accounts and investment vehicles which invest in assets eligible for purchase by the Corporation. The Corporation’s investment policies, fee arrangements and other circumstances may vary from those of accounts managed by Crescent.

20


Allocations of Investment Opportunities

Generally, when a particular investment would be appropriate for the Corporation as well as one or more investment funds, accounts and investment vehicles managed by Crescent, such investment will be apportioned by Crescent in accordance with (i) its internal conflict of interest and allocation policies, (ii) the requirements of the Advisers Act, and (iii) the 1940 Act, and the rules and regulations promulgated thereunder, and guidance and interpretations thereof, regarding co-investments with affiliates. Such apportionment may not be strictly pro rata depending on the good faith
17
determination of all relevant factors, including differing investment objectives, diversification considerations and the terms of the Corporation’s governing documents and the respective governing documents of such investment funds, accounts and investment vehicles. These procedures could in certain circumstances adversely affect the Corporation’s access to a co-investment opportunity, the timing of acquisitions and dispositions of investments, the price paid or received by the Corporation for investments or the size of the investment purchased or sold by the Corporation.

The Corporation may invest alongside Crescent’s investment funds, accounts and investment vehicles in certain circumstances where doing so is consistent with the Corporation’s investment strategy, as well as applicable law and SEC staff interpretations. The Corporation and Crescent have been granted exemptive relief by the SEC to permit greater flexibility to negotiate the terms of co-investments if the Board determines that it would be advantageous for the Corporation to co-invest with investment funds, accounts and investment vehicles managed by Crescent in a manner consistent with the Corporation’s investment objectives, positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent factors.

Pursuant to the terms of the exemptive relief, in connection with any commitment to a co-investment, a “required majority” (as defined in Section 57(o) of the 1940 Act) of the Independent Directors need to reach certain conclusions, including that (1) the terms of the proposed transaction are reasonable and fair to the Corporation and its stockholders and do not involve overreaching of the Corporation or its stockholders on the part of any person concerned and (2) the transaction is consistent with the interests of the Corporation’s stockholders and is consistent with the Corporation’s investment strategies and policies.

Prior to his service on the Board of Directors, Mr. Strandberg invested in certain private funds managed by an affiliate of the Advisor. For the avoidance of any potential conflicts of interest and to ensure strict compliance with the Corporation’s exemptive relief, Mr. Strandberg is not considered part of the “required majority” approval when the Board considers co-investment opportunities in which the Corporation may invest alongside those private funds. Commencing with his service on the Board, Mr. Strandberg has not invested additional capital with any funds managed by the Advisor or its affiliates, except to satisfy any pre-existing capital commitments. Mr. Strandberg’s investment in the private funds is not subject to management fees typically charged to other investors in the funds.
In addition, in the absence of exemptive relief granted for each investment by the SEC, the Corporation willmay not be permitted to invest in securities of an issuer where entities advised by Crescent have invested in different securities of that issuer. When the Corporation invests alongside investment funds, accounts and investment vehicles advised by Crescent, the Corporation expects to make such investments consistent with Crescent’s allocation policy. The Corporation expects that these determinations will be made similarly for investment funds, accounts and investment vehicles advised by Crescent. In situations where co-investment with other entities advised by Crescent is not permitted or appropriate, such as when there is an opportunity to invest in different securities of the same issuer, Crescent will decide whether the Corporation or such other entity or entities will make such investment. Crescent will make these determinations based on Crescent’s allocation policies and procedures, which generally require that such opportunities be offered to eligible investment funds, accounts and investment vehicles on a basis that is fair and equitable over time.

Delinquent Section 16(a) Beneficial Ownership Reporting Compliance

Reports

Pursuant to Section 16(a) of the Exchange Act, and the rules thereunder, require that the Corporation’s Directorsdirectors and executive officers, and any persons who own beneficially, directlyholding 10% or indirectly, more than ten percent of any class of the Corporation’s securities file initial reports ofits Common Stock, are required to report their beneficial ownership and reports ofany changes in beneficial ownership withtherein to the SEC and furnish the Corporation with copies of all such reports.Corporation. Specific due dates for those reports have been established and the Corporation is required to report in this Proxy Statementherein any known failure to file such reports by those due dates. Based solely upon a review of the copies ofForms 3, 4 and 5 filed by such reports furnished,persons, the Corporation believes that alleach of its directors and executive officers and any persons subject to the reporting requirementsholding 10% or more of its Common Stock complied with all Section 16(a) filed all required reports on a timely basis in 2015, except that: (1) Fidelity & Guaranty Life Insurance Company did not timely file a statement of changes in beneficial ownership on Form 4 in connection withfiling requirements applicable to them during the Corporation’s August 2015 and September 2015 capital calls due to an administrative oversight but such transactions were subsequently reported; (2) each of UFCW Northern California Employers Joint Pension Plan and Allied World Assurance Company, Ltd. did not timely file a statement of changes in beneficial ownership on Form 4 in connection with the Corporation’s August 2015 capital call due to an administrative oversight but such transactions were subsequently reported; and (3) each of Messrs. Segal, Strandberg and Strong did not timely file a statement of changes in beneficial ownership on Form 4 by one business day in August 2015 due to an administrative oversight.

fiscal year ended December 31, 2023.

Required Vote

The election of aeach Director requires the affirmative vote of the holders of a majority of the votes cast by stockholders present in person or by proxy at the Annual Meeting.

THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF GEORGE G. STRONG JR.STEVEN F. STRANDBERG AND ELIZABETH KO EACH AS A CLASS IIII DIRECTOR OF THE CORPORATION

21

CORPORATION.
18

PROPOSAL 2


 
RATIFICATION OF THE SELECTION OF


INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Information about the Independent Registered Public Accounting Firm

The Audit Committee and the Board approved the engagement of E&Y as the Corporation’s independent registered public accounting firm for the fiscal year ending December 31, 20162024 at their respective meetings held on March 24, 2016.February 15, 2024. The Directors do not have knowledge of any direct or indirect financial interest of E&Y in the Corporation. Representative(s) of E&Y is/are expected to be available telephonically at the Annual Meeting and thus, will have an opportunity to make a statement, if they so desire, and be available to respond to appropriate questions asked by the stockholders.

The following table presents fees for professional services rendered by E&Y for the period from February 5, 2015 (the Corporation’s inception) tofiscal years ended December 31, 2015.2023 and 2022. One hundred percent (100%) of all services provided by E&Y to the Corporation were pre-approved and no fees were subject to pre-approval by the Audit Committee pursuant to Rule 2-01(c)(7)(i)(C) of Regulation S-X. The audit services are approved by the Audit Committee pursuant to an audit engagement letter, and, in accordance with the Corporation’s pre-approval policies and procedures, the Audit Committee of the Corporation must pre-approve all non-audit services provided by E&Y, and all non-audit services provided by E&Y to the Advisor, or any entity controlling, controlled by, or under common control with the Advisor that provides ongoing services to the Corporation that are related to the operations and financial reporting of the Corporation. In some circumstances, when certain services were not recognized at the time of the engagement to be non-audit services, the pre-approval requirement may be waived if the aggregate amount of the fees for such non-audit services constitutes less than five percent of the total amount of revenues paid to E&Y by the Corporation during the fiscal year in which the non-audit services are provided.  E&Y did not provide any non-audit services to any entity controlling, controlled by or under common control with the Advisor that provides ongoing services to the Corporation during the period from February 5, 2015 (the Corporation’s inception) to December 31, 2015.

 

 

February 5, 2015 
(inception) to
December 31, 2015

 

Audit Fees

 

$

135,000

 

Audit-Related Fees

 

$

0

 

Tax Fees

 

$

2,500

 

All Other Fees

 

$

0

 

Total Fees

 

$

137,500

 

 
​​
For the years ended
December 31,
 
​​
2023
​​
2022
Audit Fees
​​
$780,000
​​
$575,000
Audit-Related Fees
​​
—
​​
—
Aggregate Non-Audit Fees:
​​
 
​​
 
Tax Fees
​​
—
​​
—
All Other Fees
​​
50,000
​​
51,000
Total Aggregate Non-Audit Fees
​​
$50,000
​​
$51,000
Total Fees
​​
$830,000
​​
$626,000
Audit Fees. Audit fees consist of fees billedincurred for professional services rendered for the audit of the Corporation’s year-end financial statements, and reviews of the interim financial statements included in quarterly reports, comfort letters, consents, assistance with and review of documents filed with the SEC and services that are normally provided by E&Y in connection with statutory and regulatory filings.

filings

Audit-Related Fees. Audit-related fees consist of fees billedincurred for assurance and related services that are reasonably related to the performance of the audit or review of the Corporation’s financial statements and are not reported under “Audit Fees.” These services include attestation services that are not required by statute or regulation, consultations concerning financial accounting and reporting standards, and fees related to requests for documentation and information from regulatory and other government agencies.

22


Tax Fees. Tax fees consist of fees billedincurred for professional services for tax compliance. These services include assistance regarding federal, state, and local tax compliance.

All Other Fees.Fees. All other fees include fees for products and services other than the services reported above.

attestation services.

19
Report of the Audit Committee(1)

Committee

The following is the report of the Audit Committee of the Corporation with respect to the Corporation’s audited financial statements for the period from February 5, 2015 (the Corporation’s inception) toyear ended December 31, 2015. The Corporation commenced investment operations on June 26, 2015.

2023.

The Audit Committee oversees the Corporation’s accounting and financial reporting processes and the audits of the Corporation’s financial statements. Management is responsible for the preparation, presentation, and integrity of the Corporation’s financial statements, the Corporation’s accounting and financial and reporting principles, and internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations. The Audit Committee reviewed the audited financial statements in the Corporation’s Annual Report on Form 10-K for the period from February 5, 2015 (the Corporation’s inception) toyear ended December 31, 20152023 (the “Form 10-K”) with management and discussed the quality of the accounting principles, the reasonableness of significant judgments, and the clarity of disclosures in the financial statements.

The Audit Committee has considered and discussed the above describedabove-described December 31, 20152023 audited financial statements with management and with E&Y. The Audit Committee has also discussed with E&Y the matters required to be discussed by the statement on Auditing Standards No. 16, as amended (AICPA, Professional Standards, Vol. 1. AU section 380), as adopted byapplicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) in Rule 3200T, The Auditor’s Communication With Those Charged With Governance. The Audit Committee reviewed with E&Y, who is responsible for expressing an opinion on the conformity of those audited financial statements with generally accepted accounting principles, their judgment as to the quality, not just the acceptability, of the Corporation’s accounting principles and such other matters as are required to be discussed with the Audit Committee under generally accepted auditing standards. Finally, the Audit Committee reviewed the written disclosures and the letters from E&Y required by the applicable requirements of the PCAOB, Rule 3526, Communicationregarding E&Y’s communications with the Audit Committees Concerning Independence, as currently in effect,Committee concerning independence, and has considered whether the provision of other non-audit services by E&Y to the Corporation are compatible with maintaining E&Y’s independence, and has discussed with E&Y its independence offrom the Corporation.

The Audit Committee discussed with E&Y the overall scope and plans for the audit. The Audit Committee met with E&Y to discuss the results of their audit, their evaluations of the Corporation’s internal controls, and the overall quality of the Corporation’s financial reporting.

Based upon the reports and discussions described in this report, and subject to the limitations on the role and responsibilities of the Audit Committee referred to in thisthe Proxy Statement and in the Audit Committee Charter, the Audit Committee recommended to the Board (and the Board has approved) that the Corporation’s audited financial statements be included in the Form 10-K and filed with the SEC.

(1)  The material in this report is not “soliciting material,” is not deemed “filed” with the SEC, and is not to be incorporated by reference into any filing of the Corporation under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

23


Stockholders are reminded, however, that the members of the Audit Committee are not professionally engaged in the practice of auditing or accounting. Members of the Audit Committee rely, without independent verification, on the information provided to them and on the representations made by management and E&Y. Accordingly, the Audit Committee’s oversight does not provide an independent basis to determine that management has maintained appropriate accounting and financial reporting principles or appropriate internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations. Furthermore, the Audit Committee’s considerations and discussions, referred to above, do not assure that the audit of the Corporation’s financial statements has been carried out in accordance with the standards of the PCAOB, that the financial statements are presented in conformity with accounting principles generally accepted in the U.S. or that the Corporation’s independent registered public accounting firm is, in fact, “independent.”

George G. Strong Jr., Chairman of the Audit Committee


Kathleen S. Briscoe, Audit Committee Member
Michael S. Segal, Audit Committee Member


Steven F. Strandberg, Audit Committee Member


Susan Y. Lee, Audit Committee Member
20
Required Vote

The ratification of the selection of the Corporation’s independent registered public accounting firm requires the affirmative vote of the holders of a majority of the votes cast by stockholders present in person or by proxy at the Annual Meeting.

THE BOARD, INCLUDING EACH OF THE INDEPENDENT DIRECTORS, UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE RATIFICATION OF THE SELECTION OF E&Y AS THE CORPORATION’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.

24

1
The material in this report is not “soliciting material,” is not deemed “filed” with the SEC, and is not to be incorporated by reference into any filing of the Corporation under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.
21

PROPOSAL 3

APPROVAL OF THE AMENDMENT TO THE CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF THE COMMON STOCK TO 200,000,000, AND TO INCREASE THE TOTAL NUMBER OF AUTHORIZED SHARES OF CAPITAL STOCK TO 200,010,000

The Corporation is seeking to amend the Corporation’s Certificate of Incorporation to increase the number of authorized shares of the Common Stock from 13,000,000 to 200,000,000, and to increase the total number of authorized shares of all classes of capital stock from 13,010,000 to 200,010,000. The Board unanimously approved the amendment to the Corporation’s Certificate of Incorporation via unanimous written consent dated as of April 14, 2016.

Following the amendment, if approved, each additional share of the Common Stock authorized by the amendment to the Certificate of Incorporation will have the same rights and privileges as each share of Common Stock currently authorized and, when issued, outstanding. Authorized but unissued shares of the Common Stock may be issued at such times, for such purposes and for such consideration as the Board  may determine to be advisable without further authority from the Corporation’s stockholders, except as otherwise required by applicable law or stock exchange policies.

The adoption of this proposed amendment to the Certificate of Incorporation will result in a greater number of shares of Common Stock available for issuance. If additional shares of Common Stock are issued in the future, stockholders therefore could experience a significant dilution in their stockholders’ interest with respect to earnings per share, voting, liquidation value and book and market value per share, if the additional authorized shares are issued other than through a proportional issuance such as a stock split or stock dividend or pursuant to the subscription agreements with the Corporation’s existing investors.

Under the 1940 Act, every share of stock issued by a BDC must be voting stock and have equal voting rights with every other outstanding class of voting stock, except to the extent that the stock satisfies the requirements for being treated as a senior security, which requires, among other things, that:

·                                          immediately after issuance and before any distribution is made with respect to Common Stock,  the Corporation must meet a coverage ratio of total assets (less total liabilities other than indebtedness) to total indebtedness plus preferred stock, of at least 200%; and

·                                          the holders of shares of preferred stock must be entitled as a class to elect two directors at all times and to elect a majority of the directors if and for so long as dividends on the preferred stock are unpaid in an amount equal to two full years of dividends on the preferred stock.

Another effect of such increase may be to enable the Board to render more difficult or to discourage any attempt to obtain control of the Corporation by means of a merger, tender offer, proxy contest, or otherwise, and thereby protect the continuity of present management. The Board has no such plans at this time. The increase could also have the effect of depriving stockholders of an opportunity to sell their shares at a premium over net asset value or prevailing market prices. However, the increase in the number of authorized shares of the Common Stock will allow the Board to have additional shares of Common Stock available to effect, unless prohibited by applicable law or other arrangements or restrictions, a sale of shares, merger, consolidation or similar transaction in which the number of our outstanding shares would be increased and would thereby dilute the interest of a party attempting to obtain control of the Corporation.

25


No Rights of Appraisal

Under applicable Delaware corporation law, the Corporation’s non-consenting stockholders are not entitled to appraisal rights with respect to the amendment, and the Corporation will not independently provide its stockholders with any such right.

Required Vote

The approval of the amendment to the Certificate of Incorporation to increase the number of authorized shares of the Common Stock of the Corporation requires the affirmative vote by a majority of the Corporation’s outstanding shares of Common Stock present in person or by proxy at the Annual Meeting.

THE BOARD UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE AMENDMENT TO THE CORPORATION’S CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF THE COMMON STOCK TO 200,000,000, AND TO INCREASE THE TOTAL NUMBER OF AUTHORIZED SHARES OF CAPITAL STOCK TO 200,010,000.

26


OTHER MATTERS TO COME BEFORE THE ANNUAL MEETING

The Directors do not intend to present any other business at the Annual Meeting, nor are they aware that any Stockholderstockholder intends to do so. If, however, any other matters are properly brought before the Annual Meeting, the persons named in the proxy will vote thereon in accordance with their judgment.

ADDITIONAL INFORMATION

Stockholder Proposals

The Corporation expects that the 20172025 annual meeting of stockholders will be held in May 2017,2025, but the exact date, time and location of such annual meeting have yet to be determined. Proposals to be included in the proxy statement for the 20172025 annual meeting must be submitted by eligible stockholders who have complied with the relevant regulations of the SEC and received no later than December 6, 2016.

November 26, 2024.

In addition, the Bylaws contain an advance notice provision requiring that, if a stockholder’s proposal, including nomination of a Director, is to be brought before the next annual meeting of stockholders, such stockholder must provide timely notice thereof in writing addressed to George P. Hawley, Secretary, c/o Crescent Capital BDC, Inc., 11100 Santa Monica Blvd., Suite 2000, Los Angeles, California 90025. Notices of intention to present proposals, including nomination of a Director, at the 20172024 annual meeting of stockholders must be received by the Corporation between December 6, 2016October 27, 2024 and 5:00 p.m. Pacific time on January 6, 2017.November 26, 2024. The submission of a proposal does not guarantee its inclusion in the Corporation’s proxy statement or presentation at the 20172025 annual meeting of the stockholders unless certain securities law requirements are met. The Corporation reserves the right to reject, rule out of order, or to take other appropriate action with respect to any proposal that does not comply with these and other applicable requirements.

Delivery Requirements

The SEC has adopted rules that permit companies and intermediaries, such as brokers, to satisfy delivery requirements for proxy statements with respect to two or more stockholders sharing the same address by delivering a single proxy statement or Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”) addressed to those stockholders or by sending separate Notices of Internet Availability for each household account in a single envelope. This process, which is commonly referred to as “householding,” potentially provides extra convenience for stockholders and cost savings for companies. The Corporation and some brokers household proxy materials or Notices of Internet Availability, delivering a single proxy statement or Notice of Internet Availability to multiple stockholders sharing an address, unless contrary instructions have been received from the affected stockholders. Once a stockholder has received notice from a broker or the Corporation that they will be householding materials to the stockholder’s address, householding will continue until the stockholder is notified otherwise or until the stockholder revokes consent. If a stockholder does not want Corporation mailings consolidated and would prefer to receive separate mailings at any time in the future, the stockholder should call the Corporation at (310) 235-5050235-5900 or write the Corporation, c/o Crescent Capital BDC, Inc., 11100 Santa Monica Blvd., Suite 2000, Los Angeles, California 90025 and the Corporation will furnish separate mailings, in accordance with instructions.

27


COPIES OF THE CORPORATION’S ANNUAL REPORT DATED DECEMBER 31, 20152023 TO STOCKHOLDERS ARE AVAILABLE UPON REQUEST, WITHOUT CHARGE, BY WRITING TO CRESCENT CAPITAL BDC, INC. AT 11100 SANTA MONICA BLVD., SUITE 2000, LOS ANGELES, CALIFORNIA 90025, BY CALLING (310) 235-5050,299 PARK AVENUE, 33RD FLOOR, NEW YORK, NY 10171, ATTENTION: CCAP INVESTOR RELATIONS, OR BY SENDING AN E-MAIL TO INVESTOR.RELATIONS@CRESCENTCAP.COM.

EMAILING DANIEL.MCMAHON@CRESCENTCAP.COM.

It is important that proxies be returned promptly. Whether or not you expect to attend the Annual Meeting in person, youYou are urged to complete and sign the enclosed proxy card and return it promptly in the enclosed envelope, which needs no postage if mailed in the U.S.

Los Angeles, California

April 15, 2016

28


March 26, 2024
22

GRAPHIC

Please complete, sign and date this form. Fold and return your entire ballot in the enclosed postage paid return envelope. Please ensure the address below shows through the window of the enclosed postage-paid return envelope. CRESCENT CAPITAL BDC, INC. 11100 Santa Monica Blvd. Suite 2000 Los Angeles, California 90025 CRESCENT CAPITAL BDC, INC. Annual Meeting of Stockholders – May 12, 2016 Proxy Solicited on Behalf of the Board of Directors The undersigned holder of shares of Crescent Capital BDC, Inc., a Delaware corporation (the “Corporation”), hereby appoints Mike Wilhlems and Joseph A. Hanlon, and each of them separately, with full power of substitution, as proxies to represent the undersigned at the Annual Meeting of Stockholders to be held at 11100 Santa Monica Blvd., Suite 2000, Los Angeles, CA 90025, on Thursday, May 12, 2016, at 10:00 a.m. Pacific Time and at any and all adjournments and postponements thereof (the “Annual Meeting”), and thereat to vote all shares of the Corporation which the undersigned would be entitled to vote, with all powers the undersigned would possess if personally present, in accordance with the instructions of this proxy. The undersigned holder hereby acknowledges receipt of the accompanying Notice of Annual Meeting and Proxy Statement. The execution of this proxy is not intended to, and does not, revoke any prior proxies or powers of attorney other than the revocation, in accordance with the law of the State of Delaware and applicable federal securities laws, of any proxy previously granted specifically in connection with the voting of the shares subject hereto. IF YOU SIGN, DATE AND RETURN THIS PROXY, IT WILL BE VOTED AS DIRECTED, OR IF NO DIRECTION IS INDICATED, WILL BE VOTED “FOR” EACH PROPOSAL. Please sign exactly as names appear on this proxy. If Signature(s) shares are held jointly, each holder should sign. If signing as an attorney, trustee, executor, administrator, custodian, guardian or corporate officer, please give full title. Signature(s) Date


GRAPHIC

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 12, 2016 The proxy statement for this meeting and the Corporation's 2015 Annual Report are available at: www.crescentcap.com/crescent-capital-bdc CRESCENT CAPITAL BDC, INC. IF THIS PROXY IS PROPERLY EXECUTED, THE VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED HOLDER WILL BE CAST IN THE MANNER DIRECTED ON THE REVERSE SIDE HEREOF, AND WILL BE VOTED IN THE DISCRETION OF THE PROXY HOLDER(S) ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE ANNUAL MEETING OR ANY ADJOURNMENTS OR POSTPONEMENTS THEREOF. THIS PROXY WILL BE VOTED FOR EACH PROPOSAL UNLESS OTHERWISE INDICATED. THIS PROXY WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE AND APPLICABLE FEDERAL SECURITIES LAWS. Please fill in box(es) as shown using black or blue ink or number 2 pencil. THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE BELOW PROPOSALS. PROPOSALS: FOR WITHHOLD 1. To elect one Class I Director of the Corporation, to serve for a three-year term expiring at the 2019 Annual Meeting or until his successor is duly elected and qualified. (1)George G. Strong, Jr. ABSTAIN FOR AGAINST 2. To ratify the selection of Ernst & Young LLP (“E&Y”) as the Corporation’s independent registered public accounting firm for the fiscal year ending December 31, 2016. AGAINST ABSTAIN FOR To approve an amendment to the Corporation’s Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock of the Corporation, par value $0.001 per share, to 200,000,000 shares and a corresponding increase in the total number of authorized shares of all classes of capital stock of the Corporation to 200,010,000 shares. 3. 4. To transact such other business as may properly come before the Annual Meeting and any adjournment thereof. PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE