ISS, Glass Lewis Recommend Voting 'For' All Proposals at Gladstone's Annual Holder Meeting
Gladstone Investment Corporation (NASDAQ: GAIN) (the "Company") announced today that the industry's two leading independent proxy advisory firms – Institutional Shareholder Services Inc. ("ISS") and Glass, Lewis & Co., LLC ("Glass Lewis") – each recently issued a report recommending that the Company's stockholders vote "FOR" all proposals in the Company's definitive proxy statement (the "Proxy Statement") for its 2013 Annual Meeting of Stockholders (the "Annual Meeting") filed with the U.S. Securities and Exchange Commission ("SEC") on Schedule 14A, on June 21, 2013. The Proxy Statement includes a proposal that would allow the Company to issue and sell shares of its common stock below its then-current net asset value ("NAV") per share, subject to certain limitations delineated in the Proxy Statement.^1
The following proposals are scheduled for a vote at the Annual Meeting:
1) Election of four directors, as outlined below:
a) Three directors, Paul W. Adelgren, David Gladstone and John H. Outland, to be elected by the holders of our common stock and preferred stock, voting together as a single class; and
b) One director, Terry Earhart, to be elected solely by the holders of our preferred stock, voting as a single class; and
2) Approval of a proposal to authorize the Company to issue and sell shares of its common stock (during the 12 months following the Annual Meeting) at a price below its then-current NAV (subject to certain limitations delineated in the Proxy Statement).
The Annual Meeting is scheduled for Thursday, August 8, 2013 at 11:00 a.m. EDT at the Hilton McLean Tysons Corner, located at 7920 Jones Branch Drive, McLean, Virginia, 22102.
Election of Directors
Regarding the proposals in the Company's proxy statement for the election of four incumbent directors (Paul W. Adelgren, David Gladstone, John H. Outland and Terry Earhart) to hold office until the 2016 Annual Meeting of Stockholders, ISS recommended a "FOR" vote for all directors to be elected by holders of common stock and Glass Lewis recommended a vote "FOR" all four directors.
The Company's proxy statement includes a proposal to authorize the Company, with the approval of its Board of Directors, to issue and sell shares of its common stock (during the next 12 months from the date of the Annual Meeting) at a price below its then-current NAV, subject to certain limitations set forth in the proxy statement (including, without limitation, that the number of shares issued and sold pursuant to such authority does not exceed 25% of the then outstanding common stock immediately prior to each such sale). Each of ISS and Glass Lewis recommended a vote "FOR" such proposal.
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