UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A(RULE 14a-101)
PROXY STATEMENT PURSUANT TO SECTION 14(a) of theSecurities Exchange Act ofOF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12 |
Logan Ridge Finance Corp.
(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):
| ☒ | No fee required. |
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-(6)(i)(1) and 0-11 |
LOGAN RIDGE FINANCE CORP.4201 Congress St., Suite 360Charlotte, NC 28209(704) 376-5502
650 Madison Avenue, 23rd Floor
New York, NY 10022
April 29, 2022
Dear Stockholder:
You are cordially invited to attend the 20182022 Annual Meeting of Stockholders (the “Meeting”) of CapitalaLogan Ridge Finance Corp.Corporation (the “Company”) to be held virtually on April 26, 2018July 22, 2022 at 8:309:00 a.m., Eastern Time at the Company’s office located at 4201 Congress Street, Suite 360, Charlotte, North Carolina 28209.
The notice of the Meeting and proxy statement accompanying this letter provide an outline of the business to be conducted at the Meeting. At the Meeting, you will be asked to: (i) elect two directorsone director of the Company;Company and (ii) ratify the selection of ErnstDeloitte & YoungTouche LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018; and (iii) approve a proposal to authorize the Company to sell shares of its common stock at a price or prices below the Company’s then current net asset value per share in one or more offerings, in each case subject to the approval of its board of directors and compliance with the conditions set forth in the proxy statement pertaining thereto (including, without limitation, that the number of shares issued does not exceed 25% of the Company’s then outstanding common stock immediately prior to each such offering).
It is important that your shares be represented at the Meeting. If you are unable to attend the Meeting in person (virtually), I urge you to complete, date and sign the enclosed proxy card and promptly return it in the envelope provided. If you prefer, you can save time by voting through the Internet as described in the proxy statement and on the enclosed proxy card. Your vote and participation in the governance of the Company is very important to us.
![[MISSING IMAGE: sig_josephb-alala.jpg]](https://capedge.com/proxy/DEF 14A/0001144204-18-014402/sig_josephb-alala.jpg)
The Board of Directors unanimously recommends that you (i) vote “FOR” the election of the nominee proposed by the Board of Directors and described in the accompanying proxy statement and (ii) vote “FOR” the proposal to ratify the appointment of Deloitte & Touche LLP (“Deloitte”) as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2022.
| Sincerely yours, |
/s/ Ted Goldthorpe |
Ted Goldthorpe Chairman and Chief Executive Officer |
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to Be Held on April 26, 2018.
This proxy statement and the Company’s annual report on Form 10-K for the year ended December 31, 20172021 are available on the Internet at http://www.astproxyportal.com/ast/18514/.
The following information applicable to the Meeting may be found in the proxy statement and accompanying proxy card:
The date, time and location of the Meeting;
A list of the matters intended to be acted on and our recommendations regarding those matters;
Any control/identification numbers that you need to access your proxy card; and
Information about attendingparticipating in the virtual Meeting and voting in person.
LOGAN RIDGE FINANCE CORP.4201 Congress St., Suite 360Charlotte, NC 28209(704) 376-5502
650 Madison Avenue, 23rd Floor
New York, NY 10022
NOTICE OF VIRTUAL ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 26, 2018
Online Meeting Only — No Physical Meeting Location
www.virtualshareholdermeeting.com/LRFC2022
To the Stockholders of CapitalaLogan Ridge Finance Corp.:
The 20182022 Annual Meeting of Stockholders (the “Meeting”) of CapitalaLogan Ridge Finance Corp.Corporation (the “Company”) will be held virtually, solely by the means of remote communication, on July 22, 2022 at the Company’s office located at 4201 Congress Street, Suite 360, Charlotte, North Carolina 28209 on April 26, 2018 at 8:309:00 a.m., Eastern Time forat the following purposes:
www.virtualshareholdermeeting.com/LRFC2022
At the Company, who will each serve for a term of three years, or until their respective successors are duly elected and qualified;
| 1. | To elect one director of the Company, who will serve for a term of three years, or until his successor is duly elected and qualified; |
| 2. | To ratify the selection of Deloitte & Touche LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022; and |
| 3. | To transact such other business as may properly come before the Meeting. |
THE COMPANY’S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE COMPANY’S DIRECTOR NOMINEE DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT AND “FOR” THE PROPOSAL TO RATIFY THE APPOINTMENT OF DELOITTE AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR SUCH COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2022.
You have the right to receive notice of, and to vote atparticipate in, the virtual Meeting if you were a stockholder of record at the close of business on February 22, 2018.April 26, 2022.
Your vote is extremely important to us. If you are unable to attend the virtual Meeting, please sign the enclosed proxy card and return it promptly in the self-addressed envelope provided or throughvote your proxy on the Internet. Please refer toInternet by following the voting instructions provided on your proxy card. In the event there are not sufficientenough votes for a quorum or to approve the proposals at the time of the Meeting, the Meeting may be adjourned in order to permit further solicitation of proxies by the Company.
| By Order of the Board of Directors, |
/s/ Brandon Satoren |
Brandon Satoren Corporate Secretary |
![[MISSING IMAGE: sig_johnf-mcglinn.jpg]](https://capedge.com/proxy/DEF 14A/0001144204-18-014402/sig_johnf-mcglinn.jpg)
New York, New York
April 29, 2022
This is an important meeting. To ensure proper representation at the Meeting, please complete, sign, date and return the proxy card in the enclosed self-addressed envelope or through the Internet. Even if you vote your shares prior to the Meeting, you still may attendparticipate the virtual Meeting and vote your shares in persononline if you wish to change your vote.
LOGAN RIDGE FINANCE CORP.4201 Congress St., Suite 360Charlotte, NC 28209(704) 376-5502
650 Madison Avenue, 23rd Floor
New York, NY 10022
PROXY STATEMENT2018
Virtual 2022 Annual Meeting of Stockholders
This Proxy Statement is furnished in connection with the solicitation of proxies by the board of directors of CapitalaLogan Ridge Finance Corp. (“Capitala Finance,” theCorporation (the “Company,” “we,” “us” or “our”) for use at the Company’s 2018virtual 2022 Annual Meeting of Stockholders (the “Meeting”) to be held virtually on April 26, 2018July 22, 2022 at 8:309:00 a.m., Eastern Time, at the Company’s office located at 4201 Congress Street, Suite 360, Charlotte, North Carolina 28209 and at any postponements or adjournments thereof. This Proxy Statement, the accompanying proxy card and the Company’s Annual Report for the fiscal year ended December 31, 2017,2021, are first being sent to stockholders on or about March 13, 2018.
The Meeting will be a completely virtual meeting that will be held solely by means of remote communication. There will be no physical meeting location and the meeting will only be conducted via live webcast. To participate in the virtual Meeting, visit www.virtualshareholdermeeting.com/LRFC2022 and enter the 16-digit control number included on the proxy card you received, or in the instructions that accompanied your proxy materials for the Company. If you hold shares of the Company’s common stock through a broker, bank, trustee or nominee and want to participate in the virtual Meeting, you must follow the instructions you receive from your broker, bank, trustee or nominee. Online check-in will begin at 8:45 a.m., Eastern Time. Please allow time for online check-in procedures.
We encourage you to vote your shares either by voting in person atfollowing the Meeting or byinstructions on the proxy card and granting a proxy (i.e., authorizing someone to vote your shares). If you properly signprovide voting instructions, either via the Internet, by telephone or by requesting, signing, dating and date the accompanyingreturning a proxy card, or vote through the Internet, and the Company receives itthem in time for voting at the Meeting, the persons named as proxies will vote your shares in the manner that you specify. specified. If you give no instructions on the proxy card, the shares covered by the proxy card will be voted FOR the election of the nomineesnominee as directorsdirector and FOR the other matters listed in the accompanying Notice of Virtual Annual Meeting of Stockholders.
If you are a “stockholder of record” (i.e., you hold shares directly in your name), you may revoke a proxy at any time before it is exercised by notifying the proxy tabulator, American Stock Transfer & Trust Company, LLC (“AST”), in writing, by submitting a properly executed, later-dated proxy, or by participating in the virtual Meeting and voting in person at the Meeting.online. Please send your notification to CapitalaLogan Ridge Finance Corp.,Corporation, c/o American Stock Transfer & Trust Company, LLC 6201 15th15th Avenue, Brooklyn, NY 11219, and submit a properly executed, later-datedlater dated proxy or voteparticipating in person at the Meeting.virtual Meeting and voting online. Any stockholder of record attending the virtual Meeting may participate in the virtual Meeting and vote in persononline whether or not he, she or sheit has previously voted his, her or herits shares. If your shares are held for your account by a broker, bank or other institution or nominee (“Broker Shares”), If you may vote suchhold shares atof the Meeting only if you obtain proper written authority from your institutionCompany’s common stock through a broker, bank, trustee or nominee and present it atwant to participate in the Meeting.virtual Meeting, you must follow the instructions you receive from your broker, bank, trustee or nominee. Please instruct your broker, bank, trustee or nominee regarding how you would like your shares voted so your vote can be counted. All of our directors are encouraged to attend the virtual Meeting. Stockholders have no dissenters’ or appraisal rights in connection with any of the proposals described herein.
Stockholders of record may also vote via the Internet. Specific instructions to be followed by stockholders of record interested in voting via the Internet are shown on the enclosed proxy card. The Internet voting procedures are designed to authenticate the stockholder’s identity and to allow stockholders to vote their shares and confirm that their instructions have been properly recorded.
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Purpose of Meeting
At the Meeting, you will be asked to vote on the following proposals:
| 1. | To elect one director of the Company, who will serve for a term of three years, or until his successor is duly elected and qualified; |
| 2. | To ratify the selection of Deloitte & Touche LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022; and |
| 3. | To transact such other business as may properly come before the Meeting. |
Voting Securities
You may vote your shares, by participating in personthe virtual Meeting and voting online or by proxy, at the Meeting only if you were a stockholder of record at the close of business on February 22, 2018April 26, 2022 (the “Record Date”). There were 15,958,5112,711,068 shares of the Company’s common stock outstanding on the Record Date. Each share of the common stock is entitled to one vote.
Quorum Required
A quorum must be present at the Meeting for any business to be conducted. The presence at the Meeting, in person (virtually) or by proxy, of the holders entitled to cast a majority of the shares of common stock of the Company entitled to be cast on the record dateRecord Date will constitute a quorum. Abstentions will be treated as shares present for quorum purposes. Broker sharesShares for which a nominee has not received voting instructions from the record holder and does not have discretionary authority to vote the shares on certain proposals (which are considered “Broker Non-Votes” with respect to such proposals) are not permitted, under the rules of the New York Stock Exchange, for “non-routine matters” and will be treated as shares present for quorum purposes. Proposal I (Election of Directors) is considered a “non-routine matter”; accordingly, your bank or broker will not be permitted to vote Broker Shares on Proposal I at the Meeting if such bank or broker has not received voting instructions from the record holder of such Broker Shares. Proposal II (Ratification of Independent Registered Public Accounting Firm) is considered a “routine matter”; accordingly brokers can vote on this proposal without receiving voting instructions from the beneficial owner of Broker Shares.
If a quorum is not present at the Meeting, the stockholders who are represented may adjourn the Meeting until a quorum is present. The persons named as proxies will vote those proxies for such adjournment, unless marked to be voted against any proposal for which an adjournment is sought, to permit the further solicitation of proxies.
Vote Required
Election of Directors.
The election ofRatification of Independent Registered Public Accounting Firm. The affirmative vote of a majority of the votes cast at the Meeting in person or by proxy is required to ratify the appointment of ErnstDeloitte & YoungTouche LLP to serve as the Company’s independent registered public accounting firm. Abstentions and Broker Non-Votes will not be included in determining the number of votes cast and, as a result, will have no effect on this proposal.
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Additional Solicitation.
If there are not enough votes to approve any proposals, other than the stockholder proposal, at the Meeting, stockholders who are represented may adjourn the Meeting to permit the further solicitation of proxies. The persons named as proxies will vote those proxies for such adjournment, unless 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).
Information Regarding This Solicitation
The Company’s board of directors is making this proxy solicitation. The Company will bear the expense of the solicitation of proxies for the Meeting, which is estimated to be approximately $35,000, including the cost of preparing, printing and mailing this Proxy Statement, the accompanying Notice of Annual Meeting of Stockholders, and proxy card.$8,500. If brokers, trustees, or fiduciaries and other institutions or nominees holding shares in their names, or in the name of their nominees, which are beneficially owned by others, forward the proxy materials to, and obtain proxies from, such beneficial owners, the Company will reimburse such persons for their reasonable expenses in so doing. In addition, the Company will indemnify them against any losses arising out of that firm’s proxy soliciting services on the Company’s behalf.
In addition to the solicitation of proxies by the use of the mail, proxies may be solicited in person and/or by telephone or facsimile transmission by directors, officers or employees of the Company and/or officers or employees of Capitala Investment Advisors,Mount Logan Management, LLC (“Capitala Investment Advisors”Mount Logan”, “Investment Adviser” or the “Adviser”), the Company’s investment adviser. Capitala Investment AdvisorsMount Logan and Capitala Advisors Corp.BC Partners Management LLC (the “Administrator”), the Company’s administrator, are both located at 4201 Congress Street, Suite 360, Charlotte, North Carolina 28209.650 Madison Avenue, 23rd Floor, New York, NY 10022. No additional compensation will be paid to directors, officers or regular employees of the Company or Capitala Investment AdvisorsMount Logan for such services. The Company has also retained AST Fund Solutions, LLC to assist in the solicitation of proxies for the Meeting for a fee of approximately $30,000, plus reimbursement of certain out-of-pocket expenses.
Stockholders may also provide their voting instructions through the Internet. This option requires stockholders to input the Control Numbercontrol number which is located on each proxy card. After inputting this number, stockholders will be prompted to provide their voting instructions. Stockholders will have an opportunity to review their voting instructions and make any necessary changes before submitting their voting instructions and terminating their Internet link. Stockholders who vote via the Internet, in addition to confirming their voting instructions prior to submission, will also receive an e-mail confirming their instructions upon request.
If a stockholder wishes to participate in the Meeting virtually, but does not wish to give a proxy electronically, the stockholder may still submit the proxy card originally sent with this Proxy Statement or attend in person.
Any proxy given pursuant to this solicitation may be revoked by notice from the person giving the proxy at any time before it is exercised. Any such notice of revocation should be provided in writing and signed by the stockholder in the same manner as the proxy being revoked and delivered to the Company’s proxy tabulator.
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth, as of the Record Date, as to each class of equity securities of the beneficial ownership of each current director,Company, beneficially owned by all directors and the nominees, for director,and each of the Company’snamed executive officers, along with each person known to us to beneficially own 5% or more of the outstanding shares of our common stock, and the directors and executive officers and directorsof the Company as a group.
Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission (“SEC”)SEC and includes voting or investment power with respect to the securities. Ownership information for those persons who beneficially own 5% or more of our shares of common stock is based upon reports filed by such persons with the SEC and other information obtained from such persons, if available.
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Unless otherwise indicated, the Company believes that each beneficial owner set forth in the table has sole voting and investment power and has the same address as the Company. Our address is 4201 Congress Street, Suite 360, Charlotte, North Carolina 28209.
| Name of Beneficial Owner | | | Number of Shares Beneficially Owned(1) | | | Percentage of Class(2) | | ||||||
| Interested Directors | | | | | | | | | | | | | |
Joseph B. Alala, III(3)(4) | | | | | 730,280 | | | | | | 4.6% | | |
M. Hunt Broyhill(5) | | | | | 380,419 | | | | | | 2.4% | | |
| Independent Directors | | | | | | | | | | | | | |
| R. Charles Moyer | | | | | 6,353 | | | | | | * | | |
| H. Paul Chapman | | | | | 10,000 | | | | | | * | | |
| Larry W. Carroll | | | | | 130,000 | | | | | | * | | |
| Executive Officers | | | | | | | | | | | | | |
| John F. McGlinn | | | | | 154,026 | | | | | | * | | |
| Stephen A. Arnall | | | | | 18,385 | | | | | | * | | |
| Richard G. Wheelahan, III | | | | | 15,948 | | | | | | * | | |
| Executive Officers and Directors as a Group | | | | | 1,445,411 | | | | | | 9.1% | | |
Name of Beneficial Owner | Number of Shares Beneficially Owned(1) | Percentage of Class(2) | ||||||
Interested Director | ||||||||
Ted Goldthorpe | 0 | * | ||||||
Independent Directors | ||||||||
Alexander Duka | 0 | * | ||||||
George Grunebaum | 0 | * | ||||||
Robert Warshauer | 0 | * | ||||||
Executive Officers | ||||||||
Jason Roos | 0 | * | ||||||
Brandon Satoren | 35 | * | ||||||
Patrick Schafer | 1,000 | * | ||||||
David Held | 0 | * | ||||||
Executive Officers and Directors as a Group | 1,035 | * | ||||||
| * | Represents less than one percent. |
| (1) | Beneficial ownership has been determined in accordance with Rule 13d-3 under the Securities Exchange Act of 1934 (the “Exchange Act”). Assumes no other purchases or sales of our common stock since the most recently available SEC filings. This assumption has been made under the rules and regulations of the SEC and does not reflect any knowledge that we have with regard to the present intent of the beneficial owners of our common stock listed in this table. Any fractional shares owned directly or beneficially have been rounded down for purposes of this table. |
| (2) | Based on a total of 2,711,068 shares of our common stock issued and outstanding on the Record Date. |
The following table sets forth, as of the SEC and does not reflect any knowledge that we have with regard to the present intent of the beneficial owners of our common stock listed in this table. Any fractional shares owned directly or beneficially have been rounded down for purposes of this table.
Name of Director | Dollar Range of Equity Securities in | ||||||
Interested | |||||||
Ted Goldthorpe | |||||||
Independent Directors | |||||||
Alexander Duka | |||||||
George Grunebaum | None | ||||||
Robert Warshauer | None | ||||||
| (1) | Dollar ranges are as follows: None, $1 – $10,000, $10,001 – $50,000, | |||
| (2) | The dollar range of equity securities beneficially owned in us is based on the closing price for our common stock of $21.46 on the Record Date on the NASDAQ Global Select Market. Beneficial ownership has been determined in accordance with Rule 16a-1(a)(2) of the Exchange Act. |
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The following table sets forth the dollar range of equity securitieslimited partnership interests in other private funds advised by and beneficially owned in us is based on the closing price forby any of our common stockindependent directors and his or her immediate family as of $7.16 on the Record Date on the NASDAQ Global Select Market. Beneficial ownership has been determined in accordance with Rule 16a-1(a)(2)December 31, 2021.
Name of Director | Name of Owners | Name of Investment | Title of Class | Value of Securities(1) | ||||||
Alexander Duka | Alexander Duka and Barbara Duka | BCP Special Opportunities Fund I LP | Limited Partnership | >$ | 100,000 | |||||
Alexander Duka | Alexander Duka and Barbara Duka | Portman Ridge Finance Corporation | Common Stock | $ $ | 10,001 – 50,000 | |||||
Alexander Duka | Alexander Duka | BC Partners Fund XI | Limited Partnership | >$ | 100,000 | |||||
Alexander Duka | Alexander Duka and Barbara Duka | BC Partners Lending Corporation | Common Stock | >$ | 100,000 | |||||
George Grunebaum | George Grunebaum | BC Partners Lending Corporation | Common Stock | >$ | 100,000 | |||||
Robert Warshauer | Robert Warshauer | BCP Special Opportunities Fund I LLP | Limited Partnership | >$ | 100,000 | |||||
Robert Warshauer | Robert Warshauer | BC Partners Lending Corporation | Common Stock | >$ | 100,000 | |||||
Robert Warshauer | Robert Warshauer | Portman Ridge Finance Corporation | Common Stock | $ $ | 10,001 – 50,000 | |||||
| (1) | Dollar ranges are as follows: none, $1 – $10,000, $10,001 – $50,000, $50,001 – $100,000, or >$100,000. |
Delinquent Section 16(a) Reports
Pursuant to Section 16(a) of the Exchange Act.Act, the Company’s directors and other executive officers, and any persons holding more than 10% of its common stock, are required to report their beneficial ownership and any changes therein to the SEC and the Company. Specific due dates for those reports have been established, and the Company is required to report in this proxy statement any failure to file such reports by those due dates. Based on the Company’s review of Forms 3, 4 and 5 filed by such persons and information provided by the Company’s directors and other executive officers, the Company believes that during the fiscal year ended December 31, 2021, all Section 16(a) filing requirements applicable to such persons were met in a timely manner with the exception of the initial Form 3 filing for each of David Held, Jason T. Roos, George Grunebaum, Alexander Duka, Edward J. Goldthrope, Patrick Schafer and Robert Herman Warshauer, each of which was filed late due to administrative oversight.
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PROPOSAL I:
ELECTION OF DIRECTORS
Pursuant to the Company’s charter and bylaws, the board of directors is divided into three classes. Directors are elected for a staggered term of three years each, with a term of office of one of the three classes of directors expiring each year. Each director will hold office for the term to which he or she is elected or until his or her respective successor is duly elected and qualified.
Mr. M. Hunt Broyhill and Mr. Larry W. Carroll have eachTed Goldthorpe has been nominated for election for a three year term expiring in 2021. Messrs. Broyhill and Carroll are2025. Mr. Goldthorpe is not being proposed for election pursuant to any agreement or understanding between Messrs. Broyhill and CarrollMr. Goldthorpe and the Company or any other person or entity.
A stockholder can vote for or withhold his, her or herits vote from the nominees.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF THE NOMINEESNOMINEE NAMED IN THIS PROXY STATEMENT.
Information about the NomineesNominee and Directors
As described below under “Committees of the Board of Directors — Nominating and Corporate Governance Committee,” the board of directors has identified certain desired attributes for director nominees. Each of our directors and the director nominees hasnominee have demonstrated high character and integrity, superior credentials and recognition in his respective field and the relevant expertise and experience upon which to be able to offer advice and guidance to our management. Each of our directors and the director nomineesnominee also hashave sufficient time available to devote to the affairs of the Company, isare able to work with the other members of the board of directors and contribute to the success of the Company and can represent the long-term interests of the Company’s stockholders as a whole. Our directors and the director nomineesnominee have been selected such that the board of directors represents a range of backgrounds and experiences.
Certain information, as of the Record Date, with respect to the nomineesnominee for election at the Meeting, as well as each of the current directors, is set forth below, including their names, ages, a brief description of their recent business experience, including present occupations and employment, certain directorships that each person holds, the year in which each person became a director of the Company, and a discussion of their particular experience, qualifications, attributes or skills that lead us to conclude, as of the Record Date, that such individual should serve as a director of the Company, in light of the Company’s business and structure.
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Nominee for Class II DirectorsIII Director — Term Expiring 2021
Mr. Broyhill is an “interested person” of the Company as defined in the 1940 Act due to his indirect controlling interest in Capitala Investment Advisors. Mr. Carroll is not an “interested person” of the Company as defined in the 1940 Act.
Name, Address and Age(1) | Position(s) with | Terms of Office | Principal Occupation(s) | Number of | Other Directorships Held by Director or Nominee for Director During Past 5 Years | |||||
Interested Director | ||||||||||
| Ted Goldthorpe, 45 | Chief Executive Officer and President | Class III Director since 2021; Term expires 2025. | President and CEO of Portman Ridge Finance Corporation since April 2019 and BC Partners Lending Corporation since April 2018, and Alternative Credit Income Fund since October 2020. Mr. Goldthorpe also currently serves as the CEO and Chairman of Mount Logan Capital Inc. Executive Officer of Sierra Crest Investment Management LLC and Managing Partner of BC Partners Credit since 2017. Mr. Goldthorpe was President of Apollo Investment Corporation and Chief Investment Officer of Apollo Investment Management from 2012 to 2016. | 4 | A director of Portman Ridge Finance Corporation since 2019; a member of the board of directors of Mount Logan Capital Inc. since October 2018; a member of the board of directors of BC Partners Lending Corporation since 2018; a member of the board of trustees of the Alternative Credit Income Fund since 2020. | |||||
Mr. Goldthorpe’s prior credit and investment experience, including his experience as the managing partner and chief investmentan officer of Capitala Investment Advisors.a publicly-traded business development company, led to the board of directors’s conclusion that Mr. ChapmanGoldthorpe should serve as a member of the board of directors.
| (1) | The business address of the directors is c/o Logan Ridge Finance Corporation, 650 Madison Avenue, 23rd Floor, New York, NY 10022. |
| (2) | “Fund Complex” includes Portman Ridge Finance Corporation, BC Partners Lending Corporation, Alternative Credit Income Fund and Logan Ridge Finance Corporation. |
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Current Directors
Class I Directors — Term Expiring 2023
Each of Messrs. Warshauer and Duka is not an “interested person” of the Company as defined in the 1940 Act.
Name, Address and | Position(s) with | Terms of Office | Principal Occupation(s) | Number of | Other Directorships Held by Director or Nominee for Director During Past 5 Years | ||||||||||||||||
Independent Director | |||||||||||||||||||||
| Class I Director since 2021; Term expires 2023. | Chief Executive Officer | 4 | A director of | ||||||||||||||||||
Independent Director | |||||||||||||||||||||
| Alexander Duka, 55 | Director | Class I Director since 2021; Term expires 2023. | Independent Director, Trade Arcade Inc. from September 2021 to present and Senior Advisor to Corporate Development of | 4 | A director of Portman Ridge Finance Corporation since 2019; a member of the | ||||||||||||||||
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| (1) | The business address of the directors is c/o Logan Ridge Finance Corporation, 650 Madison Avenue, 23rd Floor, New York, NY 10022. |
| (2) | “Fund Complex” includes Portman Ridge Finance Corporation, BC Partners Lending Corporation, Alternative Credit Income Fund and |
Through his broad experience as an officer and director of several companies, in addition to skills acquired with firms engaged in investment banking and financial services, Mr. Alala’s intimateWarshauer brings extensive business and financial expertise to his service on the board of directors. Moreover, due to Mr. Warshauer’s knowledge of, the business and operations of the Company and our portfolio, extensive familiarity with the financial industry and the investment management process in particular, and experience as a director of other organizations not only givesin, finance and accounting, the board of directors valuable insight but also positions him welldetermined that Mr. Warshauer is an “audit committee financial expert” as defined under SEC rules, and that he is qualified to serve as the chairman of ourthe Audit Committee of the board of directors.
Through his prior experiences as an auditor, includingexecutive vice president and managing director at several companies, Mr. Duka brings business expertise and finance and industry skills to his extensive knowledgeservice on the board of accounting and financial reporting, as well as his experiencedirectors. The foregoing qualifications led to the board of director’s conclusion that Mr. Duka should serve as a directormember of other organizations, qualifies him to serve on ourthe board of directors.
Class III Director — Term Expiring 2020
Mr. Grunebaum is not an “interested person” of the Company as defined in the Investment Company Act of 1940 Act.
Name, Address and | Position(s) with | Terms of Office | Principal Occupation(s) | Number of | Other Directorships Held by Director or Nominee for Director During Past 5 Years | ||||||||||||||||
Independent Director | |||||||||||||||||||||
| Director | Class | 4 | A director of Portman Ridge Finance | ||||||||||||||||||
| (1) | The business address of the directors is c/o Logan Ridge Finance Corporation 650 Madison Avenue, 23rd Floor, New York, NY 10022. |
| (2) | “Fund Complex” includes Portman Ridge Finance Corporation, BC Partners Lending Corporation, Alternative Credit Income Fund and Logan Ridge Finance Corporation |
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Mr. Grunebaum’s executive experience brings extensive knowledge of risk management, corporate financebusiness and corporate governance, as well asfinancial expertise to his tenureservice on the board of directorsdirectors. Moreover, due to Mr. Grunebaum’s knowledge of, King Pharmaceuticals Inc., qualifies him to serve on ourand experience in, finance and accounting, the board of directors.
Information about Executive Officers Who Are Not Directors
The following information, as of the Record Date, pertains to our executive officers who are not directors of the Company.
Name, Address, and | Position(s) Held | Principal Occupation(s) | |||||
| Chief | Mr. Roos has served as Chief Financial Officer since July 1, 2021. Previously, Mr. Roos also served as Secretary and Treasurer of the Company. Mr. Roos has served as Chief Financial Officer, Secretary and Treasurer of Portman Ridge Finance Corporation and BC Partners Lending Corporation since March 2021. Mr. Roos joined BC Partners in May 2020 and brings nearly 20 years of experience in financial roles, most recently as Credit Product CFO, where he is responsible for the integrity and accuracy of financial reporting and the overall control environment of the credit business. Prior to joining BC Partners, Mr. Roos served in various roles with Wells Fargo & Company from 2011 to 2020, including serving as Controller for Wells Fargo’s investment bank and institutional broker dealer, Wells Fargo Securities. Prior to that, from 2002 to 2011, Mr. Roos provided audit and advisory services to financial institutions at PricewaterhouseCoopers LLP. | ||||||
| Brandon Satoren, 33 | Chief Accounting Officer, Secretary and Treasurer | Mr. Satoren has served as Chief | |||||
| Patrick Schafer, 36 | Chief Investment Officer | Mr. Schafer has served as Chief Investment Officer of the Company since July 1, 2021. Mr. Schafer has served as Chief Investment Officer of Portman Ridge Finance Corporation since | |||||
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Name, Address, and Age(1) | Position(s) Held | Principal Occupation(s) | |||||
| David Held, 52 | Chief Compliance Officer | Mr. Held has served as Chief Compliance Officer of | |||||
| (1) | The business address of the |
Director Independence
In accordance with rules of theThe NASDAQ Stock Market LLC (“NASDAQ”), our board of directors annually determines each director’s independence. We do not consider a director independent unless the board of directors has determined that he or she has no material relationship with us. We monitor the relationships of our directors and officers through a questionnaire each director completes no less frequently than annually and updates periodically as information provided in the most recent questionnaire changes.
Our governance guidelines require any director who has previously been determined to be independent to inform the Chairman of the board of directors, the Chairman of the Nominating and Corporate Governance Committee and our Corporate Secretary of any change in circumstance that may cause his or her status as an independent director to change. The board of directors limits membership on the Audit Committee, the Nominating and Corporate Governance Committee and the Compensation Committee to independent directors.
In order to evaluate the materiality of any such relationship, the board of directors uses the definition of director independence set forth in the rules promulgated by the NASDAQ Stock Market.NASDAQ. Rule 5605(a)(2) provides that a director of a business development company (“BDC”), shall be considered to be independent if he or she is not an “interested person” of the Company, as defined in Section 2(a)(19) of the 1940 Act.
The board of directors has determined that each of the directors is independent and has no relationship with us, except as a director and stockholder, with the exception of Joseph B. Alala, III,Ted Goldthorpe, due to his position as chief executive officerChief Executive Officer and President of the Company and as the managing partner and chief investment officer of Capitala Investment Advisors, and M. Hunt Broyhill, as a result of his indirect controlling interest in Capitala Investment Advisors.
Board Leadership Structure
Our board of directors monitors and performs an oversight role with respect to the business and affairs of Capitala Finance,the Company, including with respect to investment practices and performance, compliance with regulatory requirements and the services, expenses and performance of service providers to Capitala Finance.the Company. Among other things, our board of directors approves the appointment of our investment adviser and officers, reviews and monitors the services and activities performed by our investment adviser and executive officers and approves the engagement, and reviews the performance of, our independent public accounting firm.
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Under Capitala Finance’sthe Company’s bylaws, our board of directors may designate a chairmanChairman to preside over the meetings of the board of directors and meetings of the stockholders and to perform such other duties as may be assigned to him by the board. We do not have a fixed policy as to whether the chairmanChairman of the board should be an independent director and believe that we should maintain the flexibility to select the chairmanChairman and reorganize the leadership structure, from time to time, based on the criteria that is in the best interests of Capitala Financethe Company and its stockholders at such times.
Mr. AlalaGoldthorpe serves as the chairmanChairman of our board of directors. Mr. AlalaGoldthorpe is an “interested person” of Capitala Financethe Company as defined in Section 2(a)(19) of the 1940 Act due to his position as chief executive officerChief Executive Officer and President of the Company and ashis affiliation with the managing partner and chief investment officer of Capitala Investment Advisors.Adviser. We believe that Mr. Alala’s history with us, familiarity with Capitala Finance’s investment platform, and extensiveGoldthorpe’s intimate knowledge of the business and operations of the Company and our portfolio, extensive familiarity with the financial services industry and the investment valuationmanagement process in particular, and experience as a director of other organizations, in particular qualify him to serve as the chairmanChairman of our board of directors. We believe that Capitala Financethe Company is best served through this existing leadership structure, as Mr. Alala’sGoldthorpe’s relationship with Capitala Finance’sthe Company’s investment adviser provides an effective bridge and encourages an open dialogue between management and the board of directors, ensuring that both groups act with a common purpose.
We are aware of the potential conflicts that may arise when a non-independentan interested director is chairmanChairman of the board of directors, but believe these potential conflicts are offset by our strong corporate governance policies. Our corporate governance policies include regular meetings of the independent directorsIndependent Directors in executive session without the presence of the interested directorsdirector and management, a designated lead independent director, the establishment of audit, nominatingAudit, Nominating and corporate governanceCorporate Governance and compensation committeesCompensation Committees comprised
We recognize that different board leadership structures are appropriate for companies in different situations. We intend to re-examine our corporate governance policies on an ongoing basis to ensure that they continue to meet Capitala Finance’sthe Company’s needs.
Board’s Role in Risk Oversight
Our board of directors performs its risk oversight function primarily through (1) its three standing committees, which report to the entire board of directors and are comprised solely of independent directors,Independent Directors, and (2) active monitoring by our chief compliance officerChief Compliance Officer and our compliance policies and procedures.
As described below in more detail under “Committees of the Board of Directors,” the Audit Committee, the Nominating and Corporate Governance Committee and the Compensation Committee assist the board of directors in fulfilling its risk oversight responsibilities. The Audit Committee’s risk oversight responsibilities include overseeing Capitala Finance’sthe Company’s accounting and financial reporting processes, Capitala Finance’sthe Company’s systems of internal controls regarding finance and accounting, Capitala Finance’sthe Company’s valuation process, and audits of Capitala Finance’sthe Company’s financial statements. The Nominating and Corporate Governance Committee’s risk oversight responsibilities include selecting, researching and nominating directors for election by our stockholders, developing and recommending to the board of directors a set of corporate governance principles and overseeing the evaluation of the board of directors and our management. The Compensation Committee’s risk oversight responsibilities include reviewing and recommending to our board of directors for approval the Investment Advisory Agreement (the “Advisory Agreement”) between the Company and Capitala Investment Advisors and the Administration Agreement, (the “Administration Agreement”) between the Company and the Administrator, and, to the extent that we compensate our executive officers directly in the future, reviewing and evaluating the compensation of our executive officers and making recommendations to the board of directors regarding such compensation.
Our board of directors also performs its risk oversight responsibilities with the assistance of the chief compliance officer.Chief Compliance Officer. The board of directors will annually review a written report from the chief compliance officerChief Compliance Officer discussing the adequacy and effectiveness of the compliance policies and procedures of Capitala Financethe Company and
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its service providers. The chief compliance officer’sChief Compliance Officer’s annual report will address, at a minimum, (a) the operation of the compliance policies and procedures of Capitala Financethe Company and its service providers since the last report; (b) any material changes to such policies and procedures since the last report; (c) any recommendations for material changes to such policies and procedures as a result of the chief compliance officer’sChief Compliance Officer’s annual review; and (d) any compliance matter that has occurred since the date of the last report about which the board of directors would reasonably need to know to oversee our compliance activities and risks. In addition, the chief compliance officerChief Compliance Officer will meet separately in executive session with the independent directorsIndependent Directors at least once each year.
We believe that our board of directors’ role in risk oversight is effective, and appropriate given the extensive regulation to which we are already subject as a BDC. As a BDC, we are required to comply with certain regulatory requirements that control the levels of risk in our business and operations. For example, our ability to incur indebtedness is limited such that our asset coverage must equal at least 200%150% if immediately after each time we incur indebtedness, we generally cannot invest in assets that are not “qualifying assets” unless at least 70% of our gross assets consist of “qualifying assets” immediately prior to such investment, and we are not generally permitted to invest, subject to certain exceptions, in any portfolio company in which one of our affiliates currently has an investment.
We recognize that different board roles in risk oversight are appropriate for companies in different situations. We intend to re-examine the manners in which the board of directors administers its oversight function on an ongoing basis to ensure that they continue to meet Capitala Finance’sthe Company’s needs.
Hedging Transactions
Our Statement of Policy on Insider Trading prohibits directors, executive officers or employees from purchasing financial instruments (including prepaid variable forward contracts, equity swaps, collars, and exchange funds). Our Statement of Policy on Insider Trading does not expressly prohibit engaging in transactions, that hedge or offset, or are designed to hedge or offset, any decrease in the market value of our equity securities, but strongly discourages such transactions. Additionally, our Statement of Policy on Insider Trading requires that directors, officers and employees first obtain pre-clearance from our Chief Compliance Officer before entering into any hedging transaction involving the Company’s securities.
Committees of the Board of Directors
An Audit Committee, a Nominating and Corporate Governance Committee and a Compensation Committee have been established by our board of directors. During 2017,2021, our board of directors held fivefour board of directors meetings, eight Audit Committee meetings, one Nominating and Corporate Governance Committee meeting, and one Compensation Committee meeting. All members of the board of directors attended at least 75% of the aggregate number of meetings of the board of directors and of the respective committees on which they serve.served. We require each director to make a diligent effort to attend all board of directors and committee meetingsmeetings.
Audit Committee
The Company’s Audit Committee is responsible for selecting, engaging and discharging the Company’s independent accountants, reviewing the plans, scope and results of the audit engagement with its independent accountants, approving professional services provided by its independent accountants (including compensation thereof), reviewing the independence of its independent accountants and reviewing the adequacy of its internal control over financial reporting, as well as each annual meeting of our stockholders. All of our directors attended the 2017 Annual Meeting of Stockholders.
The current members of the independent registered public accounting firm for Capitala Finance, reviewing with such independent registered public accounting firm the planning, scope and results of their audit of Capitala Finance’s financial statements, pre-approving the fees for services performed, reviewing with the independent registered public accounting firm the adequacy of internal control systems, reviewing Capitala Finance’s annual financial statements and periodic filings and receiving Capitala Finance’s audit reports and financial statements. TheCompany’s Audit Committee is currently composed ofare Messrs. Chapman, CarrollDuka, Grunebaum and Moyer, allWarshauer, each of whom are considered independent under the rulesis not an interested person of the NASDAQ Global Select Market and are not “interested persons” of Capitala FinanceCompany as that term is defined in Section 2(a)(19) of the 1940 Act. Mr. ChapmanWarshauer serves as chairmanthe Chairman of the Audit Committee. Our board of directorsThe Company’s Board has determined that Mr. ChapmanWarshauer is an “audit committee financial expert” as that term is defined under Item 407 of Regulation S-K, as promulgated under the Exchange Act. Mr. Chapman meets the current independence and experience requirements of Rule 10A-3 of the Exchange Act.SEC rules.
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Nominating and Corporate Governance Committee
The Nominating and Corporate Governance Committee operates pursuant to a charter approved by our board of directors, a copy of which is available at http://investor.capitalagroup.com/. The members of the Nominating and Corporate Governance Committee are Messrs. Chapman, Carroll and Moyer, all of whom are considered independent under the rules of the NASDAQ Global Select Market and are not “interested persons” of Capitala Finance as that term is defined in Section 2(a)(19) of the 1940 Act. Dr. Moyer serves as chairman of the Nominating and Corporate Governance Committee. TheCompany’s Nominating and Corporate Governance Committee is responsible for selecting,determining criteria for service on the Board, identifying, researching and nominating directors for election by ourits stockholders, selecting nominees to fill vacancies on the board of directorssuch Board or a committee thereof,of the Board, developing and recommending to the board of directorsBoard a set of corporate governance principles and overseeing the self-evaluation of the Board and its committees and evaluation of management.
The members of the boardCompany’s Nominating and Corporate Governance Committee are Messrs. Duka, Grunebaum and Warshauer, each of whom is not an interested person (as defined in the 1940 Act) of the Company and is independent for purposes of the Nasdaq listing rules. Mr. Grunebaum serves as the Chairman of the Nominating and Corporate Governance Committee.
The Company’s Nominating and Corporate Governance Committee considers qualified director nominees recommended by stockholders of the Company when such recommendations are submitted in accordance with the Company’s bylaws and any other applicable law, rule or regulation regarding director nominations. Stockholders of the Company may submit candidates for nomination for the Board by writing to: Board of Directors, Logan Ridge Finance Corporation. When submitting a nomination for consideration, a stockholder must provide certain information about each person whom the stockholder proposes to nominate for election as a director, including: (i) the name, age, business address and residence address of the person; (ii) the principal occupation or employment of the person; (iii) the class or series and number of shares of Company common stock owned beneficially or of record by the person; and the date such shares were acquired and the investment intent of such acquisition; (iv) whether such stockholder believes the individual is an “interested person” of the Company, as defined in the 1940 Act and (v) any other information relating to the person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the Exchange Act, and our management.the rules and regulations promulgated thereunder. Such notice must be accompanied by the proposed nominee’s written consent to be named as a nominee and to serve as a director if elected. The Company has not received any recommendations from stockholders requesting consideration of a candidate for inclusion among the Nominating and Corporate Governance Committee’s slate of nominees in this proxy statement.
In evaluating director nominees, the Company’s Nominating and Corporate Governance Committee considers the following factors:
availability and commitment of a candidate to attend meetings and to perform his or her responsibilities on the Board;
relevant business and related industry experience; educational background; financial expertise;
experience with corporate governance matters; an assessment of the candidate’s ability, judgment and expertise;
overall diversity of the composition of the Board;
the percentage of the Board represented by Independent Directors and whether a candidate would qualify as an Independent Director; and
such other factors as the Nominating and Corporate Governance Committee deems appropriate.
The Company’s Nominating and Corporate Governance Committee’s goal is to assemble a Board that brings it a variety of perspectives and skills derived from high quality business and professional experience.
Other than the foregoing, there are no stated minimum criteria for director nominees, although the Company’s Nominating and Corporate Governance Committee may also consider such other factors as it may deem are in the Company’s best interests and those of its stockholders. The Company’s Nominating and Corporate Governance Committee does not assign specific weights to particular criteria, and no particular
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criterion is necessarily applicable to all prospective nominees. The Company believes that the backgrounds and qualifications of the directors, considered as a group, should provide a significant composite mix of experience, knowledge and abilities that will allow the Board to fulfill its responsibilities. The Board does not have a specific diversity policy, but considers diversity of race, religion, national origin, gender, sexual orientation, disability, cultural background and professional experiences in evaluating candidates for Board membership.
The Company’s Nominating and Corporate Governance Committee identifies nominees by first evaluating the current members of the Board willing to continue in service. Current members of the Board with skills and experience that are relevant to the applicable business and who are willing to continue in service are considered for re-nomination, balancing the value of continuity of service by existing members of the Board with that of obtaining a new perspective. If any member of the Board does not wish to continue in service or if the Nominating and Corporate Governance Committee and the Board decide not to re-nominate a member for re-election or the Board decides to add a new director to the Board, the Nominating and Corporate Governance Committee would identify the desired skills and experience of a new nominee in light of the criteria above. Current members of the Company’s Nominating and Corporate Governance Committee and Board would review and discuss, for nomination, the individuals meeting the criteria of the Nominating and Corporate Governance Committee. Research may also be performed to identify qualified individuals. The Nominating and Corporate Governance Committee currently doesof the Company has not, considerbut may choose to, engage an independent consultant or other third party to identify or evaluate or assist in identifying potential nominees recommended by our stockholders.
Compensation Committee
The Compensation Committee operates pursuant toBoard has established a charter approved by our board of directors, a copy of which is available on our website at http://investor.capitalagroup.com/. The charter sets forth the responsibilities of the Compensation Committee. The Compensation Committee is responsible for annually reviewingcurrently composed of Messrs. Duka, Grunebaum and recommending for approval to our board of directors the Advisory Agreement and the Administration Agreement. In addition, although we do not directly compensate our executive officers currently, to the extent that we do so in the future, the Compensation Committee would also be responsible for reviewing and evaluating their compensation and making recommendations to the board of directors regarding their compensation. Lastly, the compensation committee would produce a report on our executive compensation practices and policies for inclusion in our proxy statement if required by applicable proxy rules and regulations and, if applicable, make recommendations to the board of directors on our executive compensation practices and policies. The Compensation Committee has the authority to engage compensation consultants and to delegate their duties and responsibilities to a member or to a subcommittee of the compensation committees. The members of the Compensation Committee are Messrs. Chapman, Carroll and Moyer, all of whom are considered independent under the rules of the NASDAQ Global Select Market and are not “interested persons” of Capitala Finance as that term is defined in Section 2(a)(19) of the 1940 Act.Warshauer. Mr. CarrollDuka serves as Chairman of the Compensation Committee.
The Company’s Compensation Committee is currently responsible for reviewing and approving the reimbursement by the Company of the allocable portion of the compensation of its chief financial officer and chief compliance officer and their respective staffs and other non-investment professionals at the Investment Adviser that perform duties for the Company. In accordance with its Charter, the Compensation Committee may delegate its authority to a subcommittee.
Communication with the Board of Directors
Stockholders with questions about the Company are encouraged to contact the Company’s investor relations department. However, if stockholders believe that their questions have not been addressed, they may communicate with the Company’s board of directors by sending their communications to CapitalaLogan Ridge Finance Corp.,Corporation, c/o John F. McGlinn,Jason T. Roos and Brandon Satoren, Corporate Secretary, 4201 Congress Street, Suite 360, Charlotte, North Carolina 28209.650 Madison Avenue, 23rd Floor, New York, NY 10022. All stockholder communications received in this manner will be delivered to one or more members of the board of directors.
Code of Ethics
The Company has adopted a code of ethics which applies to, among others, its senior officers, including its Chief Executive Officer and its Chief Financial Officer, as well as every officer, director and employee of the Company. The Company’s code can be accessed via its website at http://investor.capitalagroup.com.www.loganridgefinance.com. The Company intends to disclose amendments to or waivers from a required provision of the code on Form 8-K.
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Compensation of Directors
The following table sets forth compensation of the Company’s directors, for the year ended December 31, 2017.
| Name | | | Fees Earned or Paid in Cash(1) | | | All Other Compensation(2) | | | Total | | |||||||||
| Interested Directors | | | | | | | | | | | | | | | | | | | |
| Joseph B. Alala, III | | | | | — | | | | | | — | | | | | | — | | |
| M. Hunt Broyhill | | | | | — | | | | | | — | | | | | | — | | |
| Independent Directors | | | | | | | | | | | | | | | | | | | |
| R. Charles Moyer | | | | $ | 125,000 | | | | | | — | | | | | $ | 125,000 | | |
| Larry W. Carroll | | | | $ | 125,000 | | | | | | — | | | | | $ | 125,000 | | |
| H. Paul Chapman | | | | $ | 130,000 | | | | | | — | | | | | $ | 130,000 | | |
Name | Fees Earned or Paid in Cash(1) (2) | Total Compensation from Company and Fund Complex Paid to Directors | ||||||
Interested Directors | ||||||||
Joseph B. Alala, III (3) | — | — | ||||||
M. Hunt Broyhill (3) | — | — | ||||||
Ted Goldthorpe (4) | — | — | ||||||
Independent Directors | ||||||||
R. Charles Moyer (3) | $ | 62,500 | $ | 62,500 | ||||
Larry W. Carroll (3) | $ | 62,500 | $ | 62,500 | ||||
H. Paul Chapman (3) | $ | 65,000 | $ | 65,000 | ||||
Alexander Duka (4) | $ | 72,500 | $ | 220,000 | ||||
George Grunebaum (4) | $ | 72,500 | $ | 213,750 | ||||
Robert Warshauer (4) | $ | 75,000 | $ | 217,500 | ||||
| (1) | For a discussion of the Independent Directors’ compensation, see below. |
| (2) | We do not maintain a stock or option plan, non-equity incentive plan or pension plan for our directors. |
| (3) | Resigned effective July 1, 2021. Reflects compensation paid from January 1, 2021 through June 30, 2021. |
| (4) | Appointed Director effective July 1, 2021. Reflects compensation, if any, paid from July 1, 2021 through December 31, 2021. |
Board Fees
Our independent directorsIndependent Directors receive an annual fee of $50,000. They also receive $5,000 plus reimbursement of reasonable out-of-pocket expenses incurred in connection with attending each board meeting, and also receive $5,000 plus reimbursement of reasonable out-of-pocket expenses incurred in connection with attending each committee meeting. In addition, the chairmanChairman of the Audit Committee receives an annual fee of $10,000 and each chairmanChairman of any other committee receives an annual fee of $5,000 for their additional services, if any, in these capacities. No compensation is expected to be paid to directors who are “interested persons” of Capitala Finance,the Company, as such term is defined in Section 2(a)(19) of the 1940 Act.
Compensation of Executive Officers
None of our officers receives direct compensation from Capitala Finance. However, Mr. Alala, through his financial interest in Capitala Investment Advisors, will be entitled to a portion of any investment advisory fees paid by Capitala Finance to Capitala Investment Advisors under the Advisory Agreement.Company. Our other executive officers will be paid by our Administrator, subject to reimbursement by us of our allocable portion of such compensation for services rendered by such persons to Capitala Financethe Company under the Administration Agreement. To the extent that our Administrator outsources any of its functions, we will reimburse our Administrator for the fees associated with such functions without profit or benefit to our Administrator.
Indemnification Agreements
We have entered into indemnification agreements with our directors. The indemnification agreements are intended to provide our directors the maximum indemnification permitted under Maryland law and the 1940 Act. Each indemnification agreement provides that Capitala Financethe Company shall indemnify the director who is a party to the agreement (an “Indemnitee”), including the advancement of legal expenses, if, by reason of his or her corporate status, the Indemnitee is, or is threatened to be, made a party to or a witness in any threatened, pending, or completed proceeding, to the maximum extent permitted by Maryland law and the 1940 Act.
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Certain Relationships and Transactions
The Company’s executive officers, directors and certain members of Mount Logan serve or may serve as officers, directors or principals of entities that operate in the same or a related line of business as we do or of investment funds managed by BC Partners or its affiliates. Almost all of the executive officers of the Company serve in similar capacities for other investment companies managed by the Investment Advisory Agreement with Capitala Investment Advisors. Mr. Alala, our chief executive officerAdviser or its affiliates, and chairmanthe independent directors of our boardthese other investment companies serve as independent directors of directors, is the managing partner and chief investment officer of Capitala Investment Advisors, and Mr. Broyhill, a member of our board of directors, has an indirect controlling interest in Capitala Investment Advisors.
The Company may invest alongside funds and accounts managed or more of those other funds. In such event, depending onsub-advised by the availability of such investmentInvestment Adviser and other appropriate factors, Capitala Investment Advisors or its affiliates may determine that we should invest side-by-sidein certain circumstances where doing so is consistent with one or more other funds. Any such investments will be made only to the extent permitted by applicable law and interpretive positionsSEC staff interpretations. For example, the Company may invest alongside such accounts consistent with guidance promulgated by the staff of the SEC permitting the Company and its staff,such other accounts to purchase interests in a single class of privately placed securities so long as certain conditions are met, including that the Investment Adviser, acting on behalf of the Company and consistent with Capitala Investment Advisors’ allocation procedures. We do not expecton behalf of other clients, negotiates no term other than price or terms related to make co-investments, or otherwise compete for investment opportunities, with Fund IV because its focus and investment strategy differ from our own. However, we do expect to make co-investments with Fund V given its similar investment strategy.
In addition, on October 23, 2018, the SEC issued an order (the “Order”) permitting this relief. Pursuantgranting BC Partners’ application for exemptive relief to co-invest, subject to the Order, wesatisfaction of certain conditions, in certain private placement transactions, among the funds managed by the Adviser or its affiliates, including BCP Special Opportunities Fund I LP, BCP Special Opportunities Fund II LP, and any future funds that are permittedadvised by the Adviser or its affiliated investment advisers. Under the terms of the exemptive order, which applies to co-investthe Company, in such investment opportunities with our affiliates iforder for the Company to participate in a co-investment transaction a “required majority” (as defined in Section 57(o) of the 1940 Act) of ourthe Company’s independent directors make certain conclusions in connection with a co-investment transaction, including, but not limited to,must conclude that (1)(i) the terms of the potential co-investmentproposed transaction, including the consideration to be paid, are reasonable and fair to usthe Company and ourits stockholders and do not involve overreaching inwith respect of usthe Company or ourits stockholders on the part of any person concerned, and (2)(ii) the potential co-investmentproposed transaction is consistent with the interests of ourthe Company’s stockholders and is consistent with our then-currentthe Company’s investment objectiveobjectives and strategies.
Although the Investment Adviser will endeavor to allocate investment opportunities in a fair and equitable manner, the Company sold assetsand its common stockholders could be adversely affected to CapitalSouth Partners Florida Sidecar Fund II, L.P. (“FSC II”) in exchange for 100%the extent investment opportunities are allocated among the Company and other investment vehicles managed or sponsored by, or affiliated with, its executive officers, directors and members of the partnership interestsAdviser. The Company might not participate in FSC II. Concurrenteach individual opportunity, but will, on an overall basis, be entitled to participate equitably with other entities managed by the saleAdviser and their affiliates. The Adviser is committed to treating all clients fairly and equitably such that none receive preferential treatment vis-à-vis the others over time, in a manner consistent with its fiduciary duty to each of these assetsthem; however, in some instances, especially in instances of limited liquidity, the factors may not result in pro rata allocations or may result in situations where certain funds or accounts receive allocations where others do not.
Pursuant to FSC II,the Advisory Agreement, the Adviser’s liability is limited and the Company received cash considerationis required to indemnify the Investment Adviser against certain liabilities. This may lead the Investment Adviser to act in a riskier manner in performing its duties and obligations under the Advisory Agreement than it would if it were acting for its own account, and creates a potential conflict of $47.6 million from an affiliated third-party purchaser in exchange for 100% of the partnership interests of FSC II. The Company’s board of directors pre-approved this transaction pursuantinterest.
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Pursuant to Section 57(f) of the 1940 Act. Our Administrator also serves as the administrator to FSC II.
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PROPOSAL II:
RATIFICATION OF SELECTIONOF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
The Audit Committee and the independent directors of the board of directors haveIndependent Directors selected ErnstDeloitte & YoungTouche LLP (“E&Y”Deloitte”) to serve as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2018.2022. This selection is subject to ratification or rejection by the stockholders of the Company.
| | | | Fiscal Year Ended December 31, 2017 | | | Fiscal Year Ended December 31, 2016 | | ||||||
| Audit Fees | | | | $ | 711.8 | | | | | $ | 596.1 | | |
| Audit-Related Fees | | | | | — | | | | | | — | | |
| Tax Fees | | | | | 67.0 | | | | | | 33.5 | | |
| All Other Fees | | | | | — | | | | | | — | | |
| Total Fees: | | | | $ | 778.8 | | | | | $ | 629.5 | | |
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Independent Auditor’s Fees
The following table presents fees for professional services rendered by Deloitte and Ernst & Young LLP (“E&Y”) for the fiscal years ended December 31, 2021 and 2020, respectively. Amounts are disclosed in thousands.
| Fiscal Year Ended December 31, 2021 | Fiscal Year Ended December 31, 2020(1) | |||||||
Audit Fees | $ | 377.5 | $ | 632.4 | ||||
Audit-Related Fees | — | — | ||||||
Tax Fees | — | 51.5 | ||||||
All Other Fees | — | — | ||||||
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Total Fees: | $ | 377.5 | $ | 683.9 | ||||
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| (1) | Prior to Deloitte’s appointment as the Company’s independent registered public accounting firm in 2021, E&Y was engaged as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020. |
Audit Fees: Audit fees consist of fees billed for professional services rendered for the audit of our year-end financial statements and quarterly reviews and services that are normally provided by E&YDeloitte in connection with statutory and regulatory filings.
Audit-Related Fees:
Audit-related services consist of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and are not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards.Tax Fees:
Tax services fees consist of fees billed for professional tax services. These services also include assistance regarding federal, state, and local tax compliance.All Other Fees:
Other fees would include fees for products and services other than the services reported above.Audit Committee Report
The Audit Committee of our board of directors operates under a written charter adopted by the board of directors. The Audit Committee is currently composed of Messrs. Chapman, CarrollWarshauer, Duka and Moyer.Grunebaum.
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Management is responsible for the Company’s internal controls and the financial reporting process. The Company’s independent registered public accounting firm is responsible for performing an independent audit of the Company’s financial statements in accordance with auditing standards generally accepted in the United States and expressing an opinion on the conformity of those audited financial statements in accordance with accounting principles generally accepted in the United States. The Audit Committee’s responsibility is to monitor and oversee these processes.
Pre-Approval Policy
The Audit Committee has established a pre-approval policy that describes the permitted audit, audit-related, tax and other services to be provided by E&Y.the Company’s independent registered public accounting firm. The policy requires that the Audit Committee pre-approve the audit and non-audit services performed by the independent auditor in order to assure that the provision of such service does not impair the auditor’s independence. Any requests for audit, audit-related, tax and other services that have not received general pre-approval must be submitted to the Audit Committee for specific pre-approval, irrespective of the amount, and cannot commence until such approval has been granted. Normally, pre-approval is provided at regularly scheduled meetings of the Audit Committee. However, the Audit Committee may delegate pre-approval authority to one or more of its members. The member or members to whom such authority is delegated shall report any pre-approval decisions to the Audit Committee at its next scheduled meeting. The Audit Committee does not delegate its responsibilities to pre-approve services performed by the independent registered public accounting firm to management. The Audit Committee preapproved 100% of services described in this policy.
Review with Management
The Audit Committee has reviewed the audited financial statements and met and held discussions with management regarding the audited financial statements. Management has represented to the Audit Committee that the Company’s financial statements were prepared in accordance with accounting principles generally accepted in the United States.
Review and Discussion with Independent Registered Public Accounting Firm
The Audit Committee has reviewed and discussed the Company’s audited financial statements with E&Y,Deloitte, with and without management present. The Audit Committee included in its review results of E&Y’sDeloitte’s examinations, the Company’s internal controls, and the quality of the Company’s financial reporting.
The Audit Committee also has discussed with E&YDeloitte matters relating to E&Y’sDeloitte’s assessment about the quality, as well as the acceptability, of the Company’s accounting principles as applied in its financial reporting as required by Public Company Accounting Oversight Board Auditing Standard 16 (Communications with Audit Committees).the applicable requirements of the PCAOB. In addition, the Audit Committee has discussed with E&YDeloitte their independence from management and the Company, as well as the matters in the written disclosures received from E&Y and required by Public Company Accounting Oversight Board Rule 3520 (Auditor Independence).the applicable requirements of the PCAOB. The Audit Committee received a letter from E&YDeloitte confirming their independence and discussed it with them. The Audit Committee discussed and reviewed with E&YDeloitte the Company’s critical accounting policies and practices, other material written communications to management, and the scope of E&Y’sDeloitte’s audits and all fees paid to E&YDeloitte during the fiscal year. The Audit Committee has adopted guidelines requiring review and pre-approval by the Audit Committee of audit and non-audit services performed by E&YDeloitte for the Company. The Audit Committee has reviewed and considered the compatibility of E&Y’sDeloitte’s performance of non-audit services with the maintenance of E&Y’sDeloitte’s independence as the Company’s independent registered public accounting firm.
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Conclusion
Based on the Audit Committee’s discussion with management and the independent registered public accounting firm, the Audit Committee’s review of the audited financial statements, the representations of management and the report of the independent registered public accounting firm to the Audit Committee, the Audit Committee recommended that the board of directors include the audited financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 20172021 for filing with the SEC. The
Respectfully Submitted,
Audit Committee also recommended the selection of Ernst & Young LLP to serve as the independent registered public accounting firm for the year ending December 31, 2018.
Robert Warshauer
Alexander Duka
George Grunebaum
Unless marked to the contrary, the shares represented by the enclosed proxy card will be voted for ratification of the appointment of ErnstDeloitte & YoungTouche LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2018.
The material contained in the foregoing Audit Committee 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 CompanyCom thepany 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.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE RATIFICATION OF THE SELECTION OF ERNSTDELOITTE & YOUNGTOUCHE LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2018.2022
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| Fiscal Year Ended | | | NAV Per Share(1) | | | Sales Price | | | Premium or (Discount) of High Sales Price to NAV(2) | | | Premium or (Discount) of Low Sales Price to NAV(2) | | | Declared Distributions Per Share(3) | | |||||||||||||||||||||
| | High | | | Low | | ||||||||||||||||||||||||||||||||
| December 31, 2018 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| First Quarter (February 22, 2018) | | | | | * | | | | | $ | 7.87 | | | | | $ | 7.15 | | | | | | * | | | | | | * | | | | | $ | 0.25 | | |
| December 31, 2017 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Fourth Quarter | | | | $ | 13.91 | | | | | $ | 10.00 | | | | | $ | 7.12 | | | | | | (28.1) % | | | | | | (48.8) % | | | | | $ | 0.25 | | |
| Third Quarter | | | | $ | 14.21 | | | | | $ | 13.57 | | | | | $ | 8.67 | | | | | | (4.5)% | | | | | | (39.0)% | | | | | $ | 0.39 | | |
| Second Quarter | | | | $ | 14.97 | | | | | $ | 14.43 | | | | | $ | 12.85 | | | | | | (3.6)% | | | | | | (14.2)% | | | | | $ | 0.39 | | |
| First Quarter | | | | $ | 15.71 | | | | | $ | 14.65 | | | | | $ | 13.00 | | | | | | (6.7)% | | | | | | (17.3)% | | | | | $ | 0.39 | | |
| December 31, 2016 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Fourth Quarter | | | | $ | 15.79 | | | | | $ | 13.95 | | | | | $ | 11.51 | | | | | | (11.7)% | | | | | | (27.1)% | | | | | $ | 0.39 | | |
| Third Quarter | | | | $ | 15.68 | | | | | $ | 15.80 | | | | | $ | 12.75 | | | | | | 0.77% | | | | | | (18.69)% | | | | | $ | 0.47 | | |
| Second Quarter | | | | $ | 16.28 | | | | | $ | 14.20 | | | | | $ | 11.72 | | | | | | (12.78)% | | | | | | (28.01)% | | | | | $ | 0.47 | | |
| First Quarter | | | | $ | 16.29 | | | | | $ | 13.18 | | | | | $ | 9.54 | | | | | | (19.09)% | | | | | | (41.44)% | | | | | $ | 0.47 | | |
| | | | Prior to Sale Below NAV | | | Example 1 5% Offering at 5% Discount | | | Example 2 10% Offering at 10% Discount | | | Example 3 20% Offering at 20% Discount | | | Example 4 25% Offering at 100% Discount | | |||||||||||||||||||||||||||||||||||||||
| | Following Sale | | | % Change | | | Following Sale | | | % Change | | | Following Sale | | | % Change | | | Following Sale | | | % Change | | ||||||||||||||||||||||||||||||||
| Offering Price | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Price per Share to the Public | | | | | — | | | | | $ | 10.00 | | | | | | — | | | | | $ | 9.47 | | | | | | — | | | | | $ | 8.42 | | | | | | — | | | | | $ | 0.01 | | | | | | — | | |
| Net Proceeds per Share to Issuer | | | | | — | | | | | $ | 9.50 | | | | | | — | | | | | $ | 9.00 | | | | | | — | | | | | $ | 8.00 | | | | | | — | | | | | $ | 0.01 | | | | | | — | | |
| Decrease to NAV | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Total Shares Outstanding | | | | | 1,000,000 | | | | | | 1,050,000 | | | | | | 5.00% | | | | | | 1,100,000 | | | | | | 10.00% | | | | | | 1,200,000 | | | | | | 20.00% | | | | | | 1,250,000 | | | | | | 25.00% | | |
| NAV per Share | | | | $ | 10.00 | | | | | $ | 9.98 | | | | | | (0.20)% | | | | | $ | 9.91 | | | | | | (0.90)% | | | | | $ | 9.67 | | | | | | (3.30)% | | | | | $ | 8.00 | | | | | | (20.00)% | | |
| Dilution to Stockholder | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Shares Held by Stockholder A | | | | | 10,000 | | | | | | 10,000 | | | | | | — | | | | | | 10,000 | | | | | | — | | | | | | 10,000 | | | | | | — | | | | | | 10,000 | | | | | | — | | |
| Percentage Held by Stockholder A | | | | | 1.00% | | | | | | 0.95% | | | | | | (4.76)% | | | | | | 0.91% | | | | | | (9.09)% | | | | | | 0.83% | | | | | | (16.67)% | | | | | | 0.80% | | | | | | (20.00)% | | |
| Total Asset Values | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Total NAV Held by Stockholder A | | | | $ | 100,000 | | | | | $ | 99,800 | | | | | | (0.20)% | | | | | $ | 99,100 | | | | | | (0.90)% | | | | | $ | 96,700 | | | | | | (3.30)% | | | | | $ | 80,020 | | | | | | (19.98)% | | |
Total Investment by Stockholder A(1) | | | | $ | 100,000 | | | | | $ | 100,000 | | | | | | — | | | | | $ | 100,000 | | | | | | — | | | | | $ | 100,000 | | | | | | — | | | | | $ | 100,000 | | | | | | — | | |
Total Dilution to Stockholder A(2) | | | | | — | | | | | $ | (200) | | | | | | — | | | | | $ | (900) | | | | | | — | | | | | $ | (3,300) | | | | | | — | | | | | $ | (19,980) | | | | | | — | | |
| Per Share Amounts | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| NAV per Share held by Stockholder A | | | | | — | | | | | $ | 9.98 | | | | | | — | | | | | $ | 9.91 | | | | | | — | | | | | $ | 9.67 | | | | | | — | | | | | $ | 8.00 | | | | | | — | | |
Investment per Share held by Stockholder A(3) | | | | $ | 10.00 | | | | | $ | 10.00 | | | | | | — | | | | | $ | 10.00 | | | | | | — | | | | | $ | 10.00 | | | | | | — | | | | | $ | 10.00 | | | | | | — | | |
Dilution per Share held by Stockholder A(4) | | | | | — | | | | | $ | (0.02) | | | | | | — | | | | | $ | (0.09) | | | | | | — | | | | | $ | (0.33) | | | | | | — | | | | | $ | (2.00) | | | | | | — | | |
Percentage Dilution to Stockholder A(5) | | | | | — | | | | | | — | | | | | | (0.20)% | | | | | | — | | | | | | (0.90)% | | | | | | — | | | | | | (3.30)% | | | | | | — | | | | | | (19.98)% | | |
OTHER BUSINESS
The board of directors knows of no other business to be presented for action at the Meeting. If any matters do come before the Meeting on which action can properly be taken, it is intended that the proxies shall vote in accordance with the judgment of the person or persons exercising the authority conferred by the proxy at the Meeting. The submission of a proposal does not guarantee its inclusion in the Company’s proxy statement or presentation at the Meeting unless certain securities law requirements are met.
DELIVERY OF PROXY MATERIALS
Please note that only one copy of the 20182022 Proxy Statement, the 20172022 Annual Report or Notice of Virtual Annual Meeting may be delivered to two or more stockholders of record of the Company who share an address unless we have received contrary instructions from one or more of such stockholders. We will deliver promptly, upon request, a separate copy of any of these documents to stockholders of record of the Company at a shared address to which a single copy of such documents was delivered. Stockholders who wish to receive a separate copy of any of these documents, or to receive a single copy of such documents if multiple copies were delivered, now or in the future, should submit their request by calling us at (704) 376-5502(212) 891-2880 or by writing to CapitalaLogan Ridge Finance Corp. 4201 Congress Street, Suite 360, Charlotte, North Carolina 28209.
AVAILABLE INFORMATION
We are required to file with or submit to the SEC annual, quarterly and current periodic reports, proxy statements and other information meeting the informational requirements of the Exchange Act. You may inspect and copy these reports, proxy statements and other information at the Public Reference Room of the SEC at 100 F Street, NE, Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains reports, proxy and information statements and other information filed electronically by us with the SEC which are available on the SEC’s website at http://www.sec.gov. Copies of these reports, proxy and information statements and other information may be obtained, after paying a duplicating fee, by electronic request at the following e-mail address: publicinfo@sec.gov, or by writing to the SEC’s Public Reference Section, Washington, D.C. 20549. This information will also be available free of charge by contacting us at CapitalaLogan Ridge Finance Corp. 4201 Congress Street, Suite 360, Charlotte, North Carolina 28209,Corporation, 650 Madison Avenue, 23rd Floor, New York, NY 10022, by telephone at (704) 376-5502,(212) 891-2880, or on our website at http://www.investor.capitalagroup.com.
SUBMISSION OF STOCKHOLDER PROPOSALS
The Company expects that the 20192023 Annual Meeting of Stockholders will be held in April 2019,June 2023, but the exact date, time, and location of such meeting have yet to be determined. A stockholder who intends to present a proposal at that annual meeting pursuant to the SEC’s Rule 14a-8 must submit the proposal in writing to the Company at its address, CapitalaLogan Ridge Finance Corp., 4201 Congress Street, Suite 360, Charlotte, North Carolina 28209,Corporation, 650 Madison Avenue, 23rd Floor, New York, NY 10022, and the Company must receive the proposal on or before November 13, 2018,30, 2022, in order for the proposal to be considered for inclusion in the Company’s proxy statement for that meeting. The submission of a proposal does not guarantee its inclusion in the Company’s proxy statement or presentation at the meeting.
Stockholder proposals or director nominations to be presented at the 20192023 Annual Meeting of Stockholders, other than stockholder proposals submitted pursuant to the SEC’s Rule 14a-8, must be delivered to, or mailed and received at, the principal executive offices of the Company not less than 120 days or more than 150 days in advance of the one year anniversary of the date of the Company’s proxy statement for the 20182022 Annual Meeting of Stockholders. For the Company’s 20192023 Annual Meeting of Stockholders, the Company must receive such proposals and nominations between October 14, 2018November 30, 2022 and November 13, 2018.December 30, 2022. If the date of the 20192022 Annual Meeting of Stockholders is advanced or delayed by more than thirty (30) calendar days from the first anniversary of the date of the 20182022 Annual Meeting of Stockholders, stockholder proposals or director nominations to be timely must be received not less than 120 days or more than 150 days prior to the date of the 20192023 Annual Meeting of Stockholders, or not later than the tenth day following the day on which public announcement of the
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date of the 20192023 Annual
The Company’s Audit Committee has established guidelines and procedures regarding the receipt, retention and treatment of complaints regarding accounting, internal accounting controls or auditing matters (collectively, “Accounting Matters”). Persons with complaints or concerns regarding Accounting Matters may submit their complaints to the Company’s Chief Compliance Officer. Persons who are uncomfortable submitting complaints to the Chief Compliance Officer, including complaints involving the Chief Compliance Officer, may submit complaints directly to the Company’s Audit Committee Chair. Complaints may be submitted on an anonymous basis.
The Chief Compliance Officer may be contacted at:
Chief Compliance OfficerCapitala
Logan Ridge Finance Corp.4201 Congress Street, Suite 360Charlotte, North Carolina 28209
650 Madison Avenue, 23rd Floor
New York, NY 10022
The Audit Committee Chair may be contacted at:
Robert Warshauer
Audit Committee ChairCapitala
Logan Ridge Finance Corp.4201 Congress Street, Suite 360Charlotte, North Carolina 28209
650 Madison Avenue, 23rd Floor
New York, NY 10022
You are cordially invited to attend the 2018virtual 2022 Annual Meeting of stockholders in person.stockholders. Whether or not you plan to attend the Meeting, you are requested to complete, date, sign and promptly return the accompanying proxy card in the enclosed postage-paid envelope or through the internet.Internet.
| By Order of the Board of Directors |
/s/ Brandon Satoren |
Brandon Satoren Corporate Secretary |
New York, New York
April 29, 2022
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PRIVACY NOTICE
We are committed to maintaining the privacy of our stockholders and to safeguarding their non-public personal information. The following information is provided to help you understand what personal information we collect, how we protect that information and why, in certain cases, we may share information with select other parties.
Generally, we do not receive any non-public personal information relating to our stockholders, although certain non-public personal information of our stockholders may become available to us. We do not disclose any non-public personal information about our stockholders or former stockholders to anyone, except as permitted by law or as is necessary in order to service stockholder accounts (for example, to a transfer agent or third-party administrator).
We restrict access to non-public personal information about our stockholders to employees of our investment adviser and its affiliates with a legitimate business need for the information. We will maintain physical, electronic and procedural safeguards designed to protect the non-public personal information of our stockholders.
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LOGAN RIDGE FINANCE CORP.CORPORATION 650 MADISON AVENUE, 23RD FLOOR NEW YORK, NY 10022FOR THE ANNUAL MEETING OF STOCKHOLDERSAPRIL 26, 2018
During The Meeting - Go to
You may attend the
VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time on July 21, 2022. Have your proxy card in hand when
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
The Board of Directors recommends you vote FOR the following:
1. To elect one director of the Company, who will serve for a term of three years, or until his successor is duly elected and qualified;
Nominees
01) Ted Goldthorpe
The Board of Directors recommends you vote FOR the following proposal:
2. To ratify the selection of Deloitte &
To withhold authority to vote for any individual nominee(s), mark “For All Except” and
For Against Abstain
☐☐☐
Please sign
Signature [PLEASE SIGN WITHIN BOX] Date
Signature (Joint Owners) Date
0000563137_1 R1.0.0.24
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:
The Notice and Proxy Statement and Form 10-K are available at www.proxyvote.com
LOGAN RIDGE FINANCE CORPORATION Annual Meeting of Shareholders July 22, 2022 9:00 AM
This proxy is solicited by the Board of Directors
The shareholder(s) hereby appoint(s) Brandon Satoren and David Held, or partner.either of them, as proxies, each with the power to appoint (his/her) substitute, and hereby authorize(s) them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of common stock of LOGAN RIDGE FINANCE CORPORATION that the shareholder(s) is/are entitled to vote at the Annual Meeting of Shareholders to be held at 9:00 AM, EDT on July 22, 2022, at www.virtualshareholdermeeting.com/LRFC2022, and any adjournment or postponement thereof.
This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors’ recommendations.
Continued and to be signed on reverse side
0000563137_2 R1.0.0.24