SCHEDULE 14A

(RULE 14a-101)

Information Required in Proxy Statement

Schedule 14A Information

Proxy Statement Pursuant to Section 14(a) of the

Securities
Exchange Act of 1934

Filed by the Registrant  x

Check the appropriate box:

Payment of Filing Fee (Check the appropriate box):

9 West 57th Street

New York, New York 10019

June 19, 2019

Dear Stockholder:

You are cordially invited to attend the 20192020 Annual Meeting of Stockholders of Apollo Investment Corporation, a Maryland corporation (the “Company”), to be held in person, electronically via live webcast, and telephonically via listen-only conference call simultaneouslyvirtually on August 6, 201911, 2020 at 9:3010:00 a.m., Eastern Daylight Time. The in-person meeting will be held at the New York offices of Skadden, Arps, Slate, Meagher & Flom LLP, Four Times Square, New York, New York 10036. The live webcast will be accessible over the InternetTime at www.virtualshareholdermeeting.com/AINV2019. AINV2020.

The listen-only conference call will be accessible by dialing 1-877-328-2502 (Toll Free) or 1-412-317-5419 (International).

You have the right to receive notice of and to vote at the Annual Meeting of Stockholders if you were a stockholder of record at the close of business on June 12, 2019.2020. It is important that your shares be represented at the Annual Meeting. Even if you plan to attendPlease follow the meeting in person or electronicallyinstructions on the Notice of Internet Availability of Proxy Materials and authorize a proxy via the live webcast, 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 authorizing your proxy through the Internet or telephone to vote your shares. I encourage you to vote via the Internet as it saves us significant time and processing costs. However, the Notice of Internet Availability of Proxy Materials includes instructions on how to request a hard copy of the proxy statement and proxy card for the Annual Meeting free of charge, and you may vote your proxy by telephone as described inreturning your proxy card to us after you request the Proxy Statement and on the enclosed proxy card.hard copy materials. Your vote and participation in the governance of the Company is very important to us.

APOLLO INVESTMENT CORPORATION

9 West 57th Street

New York, New York 10019

(212)515-3450

NOTICE OF VIRTUAL ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON AUGUST 6, 2019

Online Meeting Only – No Physical Meeting Location

To the Stockholders of Apollo Investment Corporation:

The 20192020 Annual Meeting of Stockholders of Apollo Investment Corporation, a Maryland corporation (the “Company”), will be held virtually on Thursday, August 11, 2020 at the New York offices of Skadden, Arps, Slate, Meagher & Flom LLP, Four Times Square, New York, New York 10036 on Tuesday, August 6, 2019 at 9:3010:00 a.m., Eastern Daylight Time, at www.virtualshareholdermeeting.com/AINV2020, for the following purposes:

The 20192020 Annual Meeting of Stockholders of the Company will alsoonly be accessible electronicallyvirtually via live webcast over the Internet at www.virtualshareholdermeeting.com/AINV2019 and telephonically by dialing 1-877-328-2502 (Toll Free) or 1-412-317-5419 (International). Please note that those using the dial-in number for the listen-only conference call will not be able to vote or submit questions. AINV2020.

You have the right to receive notice of and to vote at the meeting if you were a stockholder of record at the close of business on June 12, 2019. Even if2020. A list of these stockholders will be open for examination by any stockholder for any purpose germane to the Annual Meeting for a period of 10 days prior to the Annual Meeting at the Company’s principal executive offices at 9 West 57th Street, New York, New York 10019, and electronically during the Annual Meeting at www.virtualshareholdermeeting.com/AINV2020 when you enter your16-Digit control number. The Company is furnishing a proxy statement and proxy card to its stockholders on the Internet, rather than mailing printed copies of those materials to its stockholders. If you received a Notice of Internet Availability of Proxy Materials by mail, you will not receive a printed copy of the proxy statement and proxy card unless you request them. Instead, the Notice of Internet Availability of Proxy Materials will instruct you as to how you may access and review the proxy statement, and vote your proxy, on the Internet.

Whether or not you plan to attend, please sign the enclosed proxy card and return it promptlyparticipate in the self-addressed envelope provided or authorizeAnnual Meeting, we encourage you to vote your proxyshares by telephone or throughfollowing the Internet. Please refer toinstructions on the voting instructions provided on your proxy card. Notice of Internet Availability of Proxy Materials.

In the event there are not sufficient shares present for a quorum or sufficient votes to approve or ratify the proposals at the time of the Annual Meeting, the Annual Meeting may be adjourned in order to permit further solicitation of proxies by the Company.

New York, New York

APOLLO INVESTMENT CORPORATION

9 West 57th Street

New York, New York 10019

(212)515-3450

PROXY STATEMENT

2020 Virtual Annual Meeting of Stockholders

This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors of Apollo Investment Corporation, a Maryland corporation (the “Company,” “we,” “us” or “our”), for use at the Company’s 20192020 Annual Meeting of Stockholders (the “Meeting”) to be held on Tuesday, August 6, 201911, 2020 at 9:3010:00 a.m., Eastern Daylight Time, virtually at the New York offices of Skadden, Arps, Slate, Meagher & Flom LLP, Four Times Square, New York, New York 10036www.virtualshareholdermeeting.com/AINV2020 and at any postponements or adjournments thereof. The Meeting will also be accessible electronically via live webcast over the Internet at www.virtualshareholdermeeting.com/AINV2019 and telephonically by dialing 1-877-328-2502 (Toll Free) or 1-412-317-5419 (International). To participate in the Meeting electronically or telephonically,virtually, you will need the Control Number included on your proxy card. Please note that those using thedial-in number for the listen-only conference call will not be able to vote or submit questions. This Proxy Statement, the Notice of Virtual Annual Meeting of Stockholders, the accompanying proxy card and the Company’s Annual Report for the fiscal year ended March 31, 2019, are first being sent2020, will be made available to stockholders via the Internet on or about June 21, 2019.

We encourage you to access the Meeting prior to the start time. The live webcast and listen-only conference call will begin promptly at 9:3010:00 a.m. Eastern Daylight Time. We will have technicians ready to assist you with any technical difficulties you may have accessing the live webcast or listen-only conference call. If you encounter any difficulties accessing the live webcast and listen-only conference call beforevirtual meeting duringcheck-in or during the Meeting time,meeting, please call 1-877-328-2502 (Toll Free) or 1-412-317-5419 (International).the technical support number that will be posted on the virtual meeting platformlog-in page at www.virtualshareholdermeeting.com/AINV2020. Technical support will be available starting at 9:0030 a.m. on August 6, 201911, 2020 and will remain available until thirty minutes after the Meeting has finished. The virtual meeting platform is fully supported across browsers (Internet Explorer, Firefox, Chrome, and Safari) and devices (desktops, laptops, tablets, and cell phones) running the most updated version of applicable software and plugins. Participants should ensure that they have a strong WiFi connection wherever they intend to participate in the Meeting. Participants should also give themselves plenty of time todial-in to the conference call or log in and ensure that they can hear audio prior to the start of the Meeting.

We encourage you to vote your shares either by voting in person atfollowing the Meeting or electronically viainstructions on the live webcastNotice of the Meeting or byInternet Availability of Proxy Materials and granting a proxy (i.e., authorizing someone to vote your shares). If you properly sign, date and mailprovide voting instructions, either via the accompanying proxy card or authorize your proxyInternet, by telephone or through the Internet,by requesting, signing, dating and returning a proxy card, 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 you execute, the shares covered by the proxy card will be voted FOR the election of the nominees as Directors and FOR the ratification of the Company’s independent registered public accounting firm.

You may revoke a proxy at any time before it is exercised by notifying the Company’s Secretary in writing, by submitting a properly executed later-dated proxy, or by participating in the virtual Meeting and voting online. Participating in personthe virtual Meeting does not revoke your proxy unless you also vote online at the Meeting. Any stockholder of record attending the Meeting may vote in person whether or not he or she has previously authorized his or her shares to be voted by proxy.

If your shares are registered in the name of a bank, brokerage firm or other nominee, you will receive instructions from your bank, broker or other nominee that you must follow in order to instruct how your shares are to be voted at the Meeting.

If you want to submit a question during the Meeting, log into the live webcast atwww.virtualshareholdermeeting.com/AINV2019AINV2020, type your question into the “Ask a Question” field, and click “Submit.”

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At the Meeting, you will be asked to vote on the following proposals:

You may vote your shares at the Meeting only if you were a stockholder of record at the close of business on June 12, 20192020 (the “Record Date”). There were 68,068,42665,259,176 shares of the Company’s common stock outstanding on the Record Date. Each share of common stock is entitled to one vote on each matter to be voted on at the Meeting. Stockholders do not have the right to cumulate votes in the election of directors.

A quorum must be present at the Meeting for any business to be conducted. The presence at the Meeting, in person electronically via the live webcast(virtually), or by proxy, of holders of shares of stock of the Company entitled to cast a majority of the votes entitled to be cast on the Record Date will constitute a quorum. Abstentions and brokernon-votes will be deemed to be present for the purpose of determining a quorum for the Meeting. Those stockholders accessing the Meeting via the listen-only conference call will not be deemed to be “present” for purposes of determining a quorum for the Meeting. If a stockholder of the Company does not vote in person at the Meeting or electronically via the live webcast or does not submit voting instructions to its broker, bank or other nominee, the broker, bank or other nominee will not be permitted to vote the stockholder’s shares onnon-routine proposals. The ratification of the selection of PricewaterhouseCoopers LLP as the Company'sCompany’s independent registered public accounting firm for the year ending March 31, 20202021 (Proposal 2) is considered routine under applicable rules. The election of directors (Proposal 1) is considerednon-routine under applicable rules. Fornon-routine proposals, a broker, bank or other nominee that holds shares in street name on behalf of a stockholder must receive voting instructions from the beneficial owner of the shares in order for the shares to be voted at the Meeting. A "broker non-vote"“brokernon-vote” with respect to a matter occurs when a broker, bank or other nominee holding shares on behalf of a beneficial owner has not received voting instructions from the beneficial owner on a particular proposal and does not have, or chooses not to exercise, discretionary authority to vote the shares on such proposals.Please note that to be sure your vote is counted on the Company’s proposal to elect directors, you should instruct your broker, bank, trustee or nominee how to vote your shares by following the voting instructions provided by your broker, bank, trustee or nominee. If you do not provide voting instructions, votes may not be cast on your behalf with respect to such proposal.

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Election of Directors. The election of a Director requires the affirmative vote of a majority of the total votes cast for and affirmatively withheld as to such nominee. If you vote “Withhold Authority” with respect to a nominee, your shares will not be voted with respect to the person indicated.Because Directors are elected by an affirmative vote of the majority of the total votes cast for and affirmatively withheld, votes to withhold authority will have the effect of a vote against a nominee. Brokernon-votes will not be included in determining the number of votes cast and as a result will have no effect on this proposal.

Ratification of Independent Registered Public Accounting Firm.The affirmative vote of a majority of the votes cast at the Meeting in personvirtually or by proxy is required to ratify the appointment of PricewaterhouseCoopers LLP (“PricewaterhouseCoopers”) to serve as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2020. 2021.Abstentions and brokernon-votes, if any, will not be included in determining the number of votes cast and as a result will have no effect on this proposal.

Additional Solicitation.If there are not enough shares represented at the Meeting for a quorum or votes to approve or ratify a proposal at the Meeting, the Chairman of the Meeting may adjourn the Meeting to permit the further solicitation of proxies.

A stockholder vote may be taken on any proposal in this Proxy Statement prior to any such adjournment if a quorum is present and there are sufficient votes for approval of such proposal.

The Company will bear the expense of the solicitation of proxies for the Meeting, including the cost of preparing, printing and mailing this Proxy Statement, the accompanying Notice of Annual Meeting of Stockholders, and proxy card. 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 instructions from, such beneficial owners, we will reimburse such persons for their reasonable expenses in so doing.

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In all cases where a telephonic proxy is solicited, the Georgeson representative is required to ask each stockholder to confirm his or her full name and to confirm a portion of the address that appears on the stockholder’s account registration. The Georgeson representative will ask the stockholder to confirm that he or she has either received the proxy materials in the mail or has been provided a notice and access notification. If the stockholder is a corporation or entity, the Georgeson representative is required to ask for the person’s title and confirmation that the person is authorized to direct the voting of the shares. If the information solicited matches the information provided to Georgeson, then the Georgeson representative has the responsibility to explain the process, read the proposals listed on the proxy card and ask for the stockholder’s instructions on the proposals. Although the Georgeson representative is permitted to answer questions about the process, he or she is not permitted to recommend to the stockholder how to vote, other than to read any recommendation set forth in this Proxy Statement. Georgeson will record the stockholder’s instructions electronically and submit the instructions electronically to be tabulated. The stockholder will be sent a letter to confirm his or her proxy authorization and provide instructions for making corrections if his or her voting instructions are not correctly reflected in the confirmation.

We have requested that brokers, nominees, fiduciaries and other persons holding shares in their names, or in the names of their nominees, which are beneficially owned by others, forward the proxy materials to, and obtain proxies from, such beneficial owners. We will reimburse such persons for their reasonable expenses in so doing.

In addition to mail and email, proxies may provide their voting instructionsbe solicited personally via the Internet or by telephone or throughfacsimile transmission by directors or officers of the Internet. These options require stockholders to input the Control Number whichCompany or officers or employees of Apollo Investment Management, L.P. (“AIM”), our investment adviser (without special compensation). AIM is located on their 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 telephone call or Internet link. Stockholders who authorize proxies through the Internet, in addition to confirming their voting instructions prior to submission, also will receive an e-mail confirming their instructions upon request.

Our Directors consist of independent Directors (Directors who are not “interested persons” (as defined in the 1940 Act) of the Company, and therefore not affiliates of AIM) (“Independent Directors”) and interested Directors. Interested Directors are “interested persons” of the Company, as defined in the 1940 Act.

The following table sets forth, as of March 31, 2019,2020, certain ownership information with respect to our common stock for those persons whom we believe, based on public filings and/or information provided by such persons, directly or indirectly owned, controlled or held, with the power to vote, 5% or more of our outstanding common stock as of that date as well as our affiliates that directly or indirectly owned, controlled or held, with the power to vote, our outstanding common stock as of that date. Unless otherwise indicated, we believe that each beneficial owner set forth in the table has sole voting and investment power over the securities owned by it.

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Pursuant to the Company’s charter and bylaws, the Board of Directors may modify the number of members of the Board of Directors provided that the number thereof shall never be less than four nor more than ten. In accordance with the bylaws, at the conclusion of this Meeting, the Company currently has tenwill have eight members of the Board of Directors. Directors are divided into three classes and are generally elected for staggered terms of three years each, with a term of office of one of the three classes of Directors expiring each year. The Company may have cause to propose a term of less than three years for a Director as it may deem necessary. Each Director will hold office for the term to which he or she is elected or until his or her successor is duly elected and qualified.

Certain information with respect to the Class IIII nominees for election at the Meeting, as well as each of the other Directors who are not standing forre-election, 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 held during the last five years, and the year in which each person became a Director of the Company.

Nominees for Class IIII Directors—Term Expiring 2022

Board of Directors Composition and Leadership Structure.The 1940 Act requires that at least a majority of the Company’s Directors be Independent Directors. Currently, six of the Company’s teneight continuing Directors are Independent Directors. The Chairman of the Board of Directors is an interested person of the Company, and the Independent Directors have designated a lead Independent Director, Mr. Stein, who chairs meetings or executive sessions of the Independent Directors, reviews and comments on Board of Directors meeting agendas, represents the views of the Independent Directors to management and facilitates communication among the Independent Directors and their counsel and between management and the Independent Directors. The Board of Directors has determined that its leadership structure, in which over 60% of the Directors are not affiliated with AIM, is appropriate in light of the services that AIM and its affiliates provide to the Company and potential conflicts of interest that could arise from these relationships.

Information About Each Director’s Experience, Qualifications, Attributes or Skills. Additional information about each Director follows (supplementing the information provided in the table above) that describes some of the specific experiences, qualifications, attributes or skills that each Director possesses which the Board of Directors believes has prepared them to be effective Directors. The Board of Directors believes that the significance of each Director’s experience, qualifications, attributes or skills is an individual matter (meaning that experience that is important for one Director may not have the same value for another) and that these factors are best evaluated at the board level, with no single Director, or particular factor, being indicative of board effectiveness. However, the Board of Directors believes that Directors need to have the ability to critically review, evaluate, question and discuss information provided to them, and to interact effectively with Company management, service providers and counsel, in order to exercise effective business judgment in the performance of their duties; the Board of Directors believes that its members satisfy this standard. Experience relevant to having this ability may be achieved through a Director’s educational background; business, professional training or practice (e.g., medicine, accounting or law), public service or academic positions; experience from service as a board member (including the Board of Directors of the Company) or as an executive of investment funds, public companies or significant private ornot-for-profit entities or other organizations; and/or other life experiences. To

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Jeanette W. Loeb(67) Director. Ms. Loeb became a Director of the Company in August 2011. Ms. Loeb currently serves as a Director and Chief Executive Officer of PetCareRx, Inc., a leadinge-commerce pet pharmacy that sells pet medications, supplies and food directly to the consumer. Ms. Loeb has served as Chief Executive Officer of PetCareRx since 2015 and formerly served as Chairman and Chief Executive Officer of the company from 2001 to 2011. From 1977 until 1994, Ms. Loeb was an investment banker at Goldman Sachs & Co., where she served as the head of the Structured Finance Department in the U.S. Ms. Loeb was named the first woman partner of Goldman Sachs & Co. in 1986 and served as a partner from 1986 to 1994. Ms. Loeb received an MBA from Harvard Business School and graduated Phi Beta Kappa from Wellesley College with a BA in economics. She currently serves on the board and the finance committee of New York City Center and also serves on the board, governance and audit committees of the AB Funds. She has previously been on the board and audit committee of the United Nations Development Corporation, the board for Alliance Bernstein Multi-Manager Alternative Fund, a member of the board of the Collegiate School, the Treasurer and a board member of the Society of Memorial Sloan Kettering, and a founding member of the Wellesley Business Leadership Council.

Frank C. Puleo(73) (74)Director. Mr. Puleo became a Director of the Company in February 2008. Mr. Puleo currently serves as a Director of South Street Holdings, LLC (formerly known as CMET Finance Holdings, Inc.), a company that finances securities inventory for customers and dealers and licenses trade processing software, SLM Corp., a student loan company, and Syncora Capital Assurance, Inc., a monoline financial guaranty and insurance company.Holdings Ltd. From 2006 to 2014, Mr. Puleo was a Director of CIFC Corp. (formerly known as CIFC Deerfield Corp.), a credit asset manager. Previously, Mr. Puleo was also a partner at Milbank, Tweed, Hadley & McCloy LLP (“Milbank”) where he advised clients on structured finance transactions, bank and bank holding company regulatory and securities law matters. Mr. Puleo became a partner of Milbank in 1978 andCo-Chair of its Global Finance Group in 1995 until retiring at the end of 2006. He was a member of the Milbank’s Executive Committee from 1982 to 1991 and from 1996 to 2002. Mr. Puleo served as a Lecturer at Columbia University School of Law from 1997 to 2001.

John J. Hannan(66) (67)Chairman of the Board of Directors. Mr. Hannan became a Director of the Company in March 2004 and was elected as Chairman of the Board of Directors in August 2006. He served as the Chief Executive Officer from February 2006 to November 2008. Mr. Hannan, a senior partner of Apollo Management, L.P.,co-founded Apollo Management, L.P. in 1990. Mr. Hannan formerlyhas served on numerous boards over the Board of Directors of EP Energy Corporation,years including Vail Resorts, Inc. and Goodman Global, Inc.

Bradley J. Wechsler(67) (68)Director.Mr. Wechsler became a Director of the Company in April 2004. Mr. Wechsler was theCo-Chairman andCo-Chief Executive Officer of IMAX Corporation from May 1996 through April 2009 and is currently Chairman. Since January 2015, Mr. Wechsler is the Managing Partner of Elysium, LLC, a limited liability company that manages the family office for Leon Black, the Chief Executive Officer of Apollo Global Management, LLC (“AGM”). Previously Mr. Wechsler has had several executive positions in the entertainment and finance industries and has made a number of private investments. Mr. Wechsler is a Vice-Chairman of the board of the NYU Hospital and Medical Center, a member of the Executive Committee and chairs its Finance Committee. He also sits on the board of Math for America and is a member of the Academy of Motion Picture Arts and Sciences.

Howard T. Widra (50) (51)Chief Executive Officer and Director.Mr. Widra became a Director of the Company in May 2018.Mr..Mr. Widra has been with Apollo Global Management, LLC and/or its affiliates since 2013. He became the PresidentChief Executive and a Director of Apollo Investment Corporation in May 2018 and previously served as the Company’s President since June 2016. Mr. Widra is a co-founder of MidCap Financial (“MidCap”), a $8 billion specialty finance business with $9 billion of funds employed and $28 billion of commitments under management, and was formerly its Chief Executive Officer. Prior to MidCap, Mr. Widra was the founder and President of Merrill Lynch Capital Healthcare Finance. Prior to Merrill Lynch, Mr. Widra was President of GE Capital Healthcare Commercial Finance and held senior roles in its predecessor entities including President of Heller Healthcare Finance, and COO of Healthcare Financial Partners. Mr. Widra holds a J.D., Cum Laude, from the Harvard Law School and a B.A. in EconomicsBA from the University of Michigan.

As of March 31, 2019,2020, our Board of Directors had established an Audit Committee, a Nominating and Corporate Governance Committee and a Compensation Committee. For the fiscal year ended March 31, 2019,2020, the Board of Directors of the Company held 2724 board meetings, eight Audit Committee meetings, four Nominating and Corporate Governance Committee meetings and one Compensation Committee meeting.

The Company requires each Director to make a diligent effort to attend all Board of Directors and committee meetings, and encourages Directors to attend the annual meeting of stockholders. At the 20182019 Annual Meeting, all of the Directors attended in person.

Audit Committee.The Audit Committee operates pursuant to an Audit Committee Charter approved by the Board of Directors. The charter sets forth the responsibilities of the Audit Committee, which include selecting or

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Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee is responsible for selecting qualified nominees to be elected to the Board of Directors by stockholders; identifying, selecting or recommending qualified nominees to fill any vacancies on the Board of Directors or a committee thereof; developing and recommending to the Board of Directors a set of corporate governance principles applicable to the Company; overseeing the evaluation of the Board of Directors and management; and undertaking such other duties and responsibilities as may from time to time be delegated by the Board of Directors to the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee is composed of six persons:each of the Independent Directors, whom, after the Meeting are: Messrs. Puleo, Reinfrank Spielvogel and Stein and Mses. Matas and Loeb. Mr. Stein currently serves as the Chairman of the Nominating and Corporate Governance Committee. Each member is expected to continue to serve on the Nominating and Corporate Governance Committee after the Meeting. The Nominating and Corporate Governance Committee has adopted a written Nominating and Corporate Governance Committee charter which is available on the Company’s website (http://www.apolloic.com).

The Nominating and Corporate Governance Committee will consider stockholder recommendations for possible nominees for election as Directors when such recommendations are submitted in accordance with the Company’s current bylaws, the Nominating and Corporate Governance Committee Charter and any applicable law, rule or regulation regarding Director nominations. Nominations should be sent to Joseph D. Glatt, Corporate Secretary, Apollo Investment Corporation, 9 West 57^th Street, New York, New York 10019. To have a candidate considered by the Nominating and Corporate Governance Committee, a stockholder must submit the recommendation in writing and must include the following information:

Criteria considered by the Nominating and Corporate Governance Committee in evaluating the qualifications of individuals for election as members of the Board of Directors include, to the extent required, compliance with the independence and other applicable requirements of the federal securities laws, the listing standards of NASDAQ, and any other applicable laws, rules, or regulations; the ability to contribute to the

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Compensation Committee. The Compensation Committee is responsible for determining, or recommending to the Board of Directors for determining, the compensation of our Chief Executive Officer and all other executive officers, paid directly by us, if any. The Compensation Committee also assists the Board of Directors with all matters related to compensation, as directed by the Board of Directors. The current membersCompensation Committee is composed of each of the Compensation Committee areIndependent Directors, whom, after the Meeting are: Messrs. Puleo, Reinfrank Spielvogel and Stein and Mses. Matas and Loeb, each of whom is not an interested person of us for purposes of the 1940 Act and the NASDAQ corporate governance rules. As shown below, none of our executive officers is directly compensated by us and, as a result, the Compensation Committee does not produce and/or review and report on executive compensation practices. The Compensation Committee Charter is available on our website (www.apolloic.com).

Co-Investment Committee. TheCo-Investment Committee is responsible for reviewing and approving certainco-investment transactions pursuant to the exemptive order we received from the Securities and the “CommissionCommission on March 29, 2016 (the “Order”). TheCo-Investment Committee is comprised of all the Independent 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 Apollo Investment Corporation, c/o Joseph D. Glatt, Corporate Secretary, 9 West 57^th Street, New York, New York 10019. All stockholder communications received in this manner will be delivered to one or more members of the Board of Directors.

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Each Independent Director’s annual fee is $125,000.$135,000. Each Independent Director also receives $2,500 plus reimbursement of reasonableout-of-pocket expenses incurred in connection with attending each Board meeting, $1,000 plus reimbursement of reasonableout-of-pocket expenses incurred in connection with each committee

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Transactions with Affiliated Persons. We have entered into an amended and restated investment advisory and management agreement with AIM. Certain of our Executive Officers and our Chairman of the Board of Directors have ownership and financial interests in AIM. Certain of our Executive Officers also serve as principals of other investment managers affiliated with AIM that may in the future manage investment funds with investment objectives similar to ours. In addition, our Executive Officers and Directors and the partners of our investment adviser, AIM, serve or may serve as officers, directors or principals of entities that operate in the same or related line of business as we do, or of investment funds managed by its affiliates, although we may not be given the opportunity to participate in certain investments made by investment funds managed by advisers affiliated with AIM. However, our investment adviser and its affiliates intend to allocate investment opportunities in a fair and equitable manner consistent with our

We have entered into a royalty-free license agreement with Apollo Management Holdings, L.P. (“AMH”), pursuant to which AMH has agreed to grant us anon-exclusive license to use the name “Apollo.” Under the license agreement, we have the right to use the “Apollo” name for so long as AIM or one of its affiliates remains our investment adviser. In addition, we rent office space from Apollo Investment Administration, LLC (“AIA”),AIA, an affiliate of AIM, and pay AIA our allocable portion of overhead and other expenses incurred by AIA in performing its obligations under our administration agreement with AIA, including our allocable portion of the cost of our Chief Financial Officer and Chief Compliance Officer and their respective staffs, which can create conflicts of interest that our Board of Directors must monitor.

With respect to Director independence, please refer to the Corporate Governance section herein.

Section 16(a) Beneficial Ownership Reporting Compliance. Pursuant to Section 16(a) of the Exchange Act, the Company’s Directors and 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 Commission and the Company.Commission. Specific due dates for those reports have been established, and the Company is required to report herein 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 officers, the Company believes that during the fiscal year ended March 31, 2019,2020, except for one filing, all Section 16(a) filing requirements applicable to such persons were met in a timely manner.

At a meeting held on May 16, 2019,20, 2020, the Company’s Audit Committee approved and the Board of Directors, including a majority of the Independent Directors, approved and ratified the selection of PricewaterhouseCoopers as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2020.2021. The Company expects that a representative of PricewaterhouseCoopers will be present virtually at the Meeting, and will have an opportunity to make a statement (if the representative so desires) and to respond to appropriate questions. After reviewing the Company’s audited financial statements for the fiscal year ended March 31, 2019,2020, the Board of Directors’ Audit Committee recommended to the Board of Directors that such statements be included in the Company’s Annual Report on Form10-K. A copy of the Audit Committee’s Report appears below.

Audit Fees: Audit fees consist of fees billed for professional services rendered for the audit of ouryear-end financial statements and services that are normally provided by PricewaterhouseCoopers in connection with statutory and regulatory filings. Audit fees billed during the fiscal years ended March 31, 20192020 and March 31, 20182019 were $1,345,000 and $1,300,000, and $1,250,000, respectively.

Audit-Related Fees: Audit-related services consist of fees billed by PricewaterhouseCoopers 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. Audit-related fees billed during the fiscal years ended March 31, 20192020 and March 31, 20182019 were $71,810 and $71,395, and $82,000, respectively.

Tax Services Fees: Tax services fees consist of fees billed by PricewaterhouseCoopers for professional tax services. These services also include assistance regarding federal, state, and local tax compliance. Tax services and fees billed during the fiscal years ended March 31, 20192020 and March 31, 20182019 were $80,850$100,000 and $96,300,$80,850, respectively, which represented work related to, among other things, preparation of tax returns, our regulated investment company (RIC) qualification, excise tax distribution requirements and form extensions.

All Other Fees: Other fees would include fees billed by PricewaterhouseCoopers for products and services other than the services reported above, of which there were none in the fiscal years ended March 31, 20192020 and March 31, 2018.

The Audit Committee has established apre-approval policy that describes the permitted audit, audit-related, tax and other services to be provided by PricewaterhouseCoopers, the Company’s auditors. The policy requires that the Audit Committeepre-approve the audit andnon-audit services performed by the auditors in order to assure that the provision of such service does not impair the auditors’ independence.

Any requests for audit, audit-related, tax and other services that have not received generalpre-approval must be submitted to the Audit Committee for specificpre-approval, 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 delegatepre-approval authority to one or more of its members. The member or members to whom such authority is delegated reports anypre-approval decisions to the Audit Committee at its next scheduled meeting. The Audit Committee does not delegate its responsibilities topre-approve services performed by the independent auditor to management.

All services described above under “Audit-Related Fees” and “Tax Services Fees” werepre-approved by the Audit Committee.

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Audit Committee Report¹

The following is the report of the Audit Committee with respect to the Company’s audited financial statements for the fiscal year ended March 31, 2019.

The Audit Committee has reviewed and discussed the Company’s audited financial statements with management and PricewaterhouseCoopers LLP, the Company’s independent registered public accounting firm, with and without management present. The Audit Committee included in its review results of PricewaterhouseCoopers LLP’s examinations, the Company’s internal controls, and the quality of the Company’s financial reporting. The Audit Committee also reviewed the Company’s procedures and internal control processes designed to ensure full, fair and adequate financial reporting and disclosures, including procedures for certifications by the Company’s chief executive officer and chief financial officer that are required in periodic reports filed by the Company with the Commission. The Audit Committee is satisfied that the Company’s internal control system is adequate and that the Company employs appropriate accounting and auditing procedures.

The Audit Committee also has discussed with PricewaterhouseCoopers LLP matters relating to PricewaterhouseCoopers LLP’s judgments about the quality, as well as the acceptability, of the Company’s accounting principles as applied in its financial reporting as required by the Statement on Auditing Standards No. 1301 as amended (Communications with Audit Committee). In addition, the Audit Committee has discussed with PricewaterhouseCoopers LLP their independence from management and the Company, as well as the matters in the written disclosures received from PricewaterhouseCoopers LLP and required by Statement on Auditing Standard No. 114, as amended (Codification of Statements on Auditing Standards, AU Section 380, as adopted by the Public Company Accounting Oversight Board in Rule 3200T), Public Company Accounting Oversight Board Rule 3526, “Communication with Audit Committees Concerning Independence”. The Audit Committee received a letter from PricewaterhouseCoopers LLP confirming their independence and discussed it with them. The Audit Committee discussed and reviewed with PricewaterhouseCoopers LLP the Company’s critical accounting policies and practices, internal controls, other material written communications to management, and the scope of PricewaterhouseCoopers LLP’s audits and all fees paid to PricewaterhouseCoopers LLP during the fiscal year. The Audit Committee has adopted guidelines requiring review andpre-approval by the Audit Committee of audit andnon-audit services performed by PricewaterhouseCoopers LLP for the Company. The Audit Committee has reviewed and considered the compatibility of PricewaterhouseCoopers LLP’s performance ofnon-audit services with the maintenance of PricewaterhouseCoopers LLP’s independence as the Company’s independent registered public accounting firm.

Based on the Audit Committee’s review and discussions referred to above, the Audit Committee recommended to the Board of Directors (and the Board of Directors has approved) that the Company’s audited financial statements be included in the Company’s Annual Report on Form10-K for the fiscal year ended March 31, 20192020 for filing with the Commission. In addition, the Audit Committee has engaged PricewaterhouseCoopers to serve as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2019,2020, and has directed that the selection of PricewaterhouseCoopers LLP be submitted to the Company’s stockholders for ratification.

May 16, 201920, 2020

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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 their discretion.

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 (“CCO”). Persons who are uncomfortable submitting complaints to the CCO, including complaints involving the CCO, may submit complaints directly to the Company’s Audit Committee Chair. Complaints may be submitted on an anonymous basis.

Some of the Company’s stockholders hold their shares in more than one account and may receive a separate Notice of Internet Availability of Proxy Materials for each of those accounts. To ensure that all of your shares are represented at the Meeting, we recommend that you vote by following the instructions in each Notice of Internet Availability of Proxy Materials you receive.

FINANCIAL STATEMENTS AND OTHER INFORMATION

The Commission has adopted rules that permit companies and intermediaries (e.g., brokers) to satisfy the delivery requirements forCompany files periodic reports, current reports, proxy statements and annual reportsother information with respectthe SEC. This information is available on the SEC’s website at www.sec.gov. This information, including the Company’s most recent Annual Report on Form10-K, is also available free of charge by calling collect at212-515-3450, or by writing to two or more stockholders sharing the same address by delivering a single proxy statement and annual report addressed to those stockholders. This process, which is commonly referred to as “householding,” potentially means extra convenience for stockholders and cost savings for companies.