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Fidus Investment (NASDAQ: FDUS) wins approval to issue shares below NAV with 25% cap

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Fidus Investment Corporation held its 2026 annual stockholder meeting, where investors elected two Class III directors and approved a key share issuance authorization. Stockholders re-elected Raymond Anstiss, Jr. and Edward H. Ross to serve until the 2029 annual meeting.

They also approved a proposal allowing the company, with board approval, to sell or issue common shares over the next year at prices below its then-current net asset value per share. Any such sales are capped so that the cumulative shares issued under this authority do not exceed 25% of the company’s then outstanding common stock immediately before each sale.

Positive

  • None.

Negative

  • None.

Insights

Shareholders approved flexible but dilutive capital-raising authority.

Fidus Investment Corporation obtained stockholder approval to issue common shares below net asset value per share for the next year, with board approval and a 25% cap relative to shares outstanding immediately before each sale.

This type of authorization is common for business development companies, giving them flexibility to raise equity during market downturns when prices trade below net asset value. However, issuing stock below net asset value can dilute existing holders if used extensively.

The proposal passed with a majority of all outstanding voting securities and a separate majority of non-affiliated stockholders, indicating broad support among independent investors. Future disclosures in company filings will show if and how this authority is actually used.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Votes for Raymond Anstiss, Jr. 16,551,832 votes Election as Class III director at 2026 annual meeting
Votes for Edward H. Ross 17,945,595 votes Election as Class III director at 2026 annual meeting
Below-NAV issuance votes for 14,868,916 votes Proposal to sell or issue shares below net asset value
Below-NAV issuance votes against 3,478,064 votes Proposal to sell or issue shares below net asset value
Below-NAV issuance abstentions 710,064 votes Proposal to sell or issue shares below net asset value
Non-affiliated votes for 14,545,972 votes Non-affiliated approval of below-NAV issuance proposal
Issuance cap 25% of outstanding common stock Maximum cumulative shares that may be sold under authorization
Meeting date June 24, 2026 2026 annual meeting of stockholders held at company offices
net asset value financial
"to sell or otherwise issue shares of its common stock during the next year at a price below the Company’s then current net asset value per share"
Net asset value is the total value of an investment fund's assets minus any liabilities, divided by the number of shares or units outstanding. It represents the per-share worth of the fund, similar to how the value of a house is determined by its total worth after debts are subtracted. Investors use it to gauge the true value of their holdings and to compare different investment options.
non-affiliated stockholders financial
"This proposal was also approved by the Company’s non-affiliated stockholders by a vote of 14,545,972 shares for"
Investment Company Act of 1940 regulatory
"represents a majority of outstanding voting securities of the Company, as defined under the Investment Company Act of 1940, as amended"
A U.S. federal law that sets the rulebook for pooled investment vehicles such as mutual funds, exchange-traded funds and similar money managers, requiring them to register with regulators, disclose holdings and fees, limit conflicts of interest, and follow governance standards. It matters to investors because these protections and transparency rules act like a referee and scoreboard, helping people compare funds, trust that managers follow fair practices, and spot hidden costs or risks.
annual meeting of stockholders governance
"held its 2026 annual meeting of stockholders (the “Annual Meeting”) at its offices"
Class III directors governance
"were elected as the Class III directors to serve until the 2029 annual meeting of stockholders"
Class III directors are members of a company’s board assigned to one of several staggered term groups, so only that class faces election in a particular year while other classes stay in place. For investors this affects corporate control and takeover risk because staggered elections make it slower and harder for an outside group to replace a majority of directors quickly—think of it as a rotating schedule for board seats that provides continuity but can also entrench existing leadership.
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FIDUS INVESTMENT Corp false 0001513363 0001513363 2026-06-24 2026-06-24
 
 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): June 24, 2026

 

 

Fidus Investment Corporation

(Exact name of registrant as specified in its charter)

 

 

 

Maryland   814-00861   27-5017321

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(I.R.S. Employer

Identification No.)

 

1603 Orrington Avenue, Suite 1005,

Evanston, Illinois

   60201
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: 847-859-3940

Not Applicable

Former name or former address, if changed since last report

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

  

Trading

symbol(s)

  

Name of each exchange
on which registered

Common Stock, par value $0.001 per share   FDUS   NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 
 

Item 5.07.

Submission of Matters to a Vote of Security Holders.

Results of Annual Meeting of Stockholders

On June 24, 2026, Fidus Investment Corporation (the “Company”) held its 2026 annual meeting of stockholders (the “Annual Meeting”) at its offices located at 1603 Orrington Avenue, Suite 1005, Evanston, IL 60201. The common stockholders of the Company of record at the close of business on March 19, 2026 voted on two proposals at the Annual Meeting, both of which were approved. The final voting results from the Annual Meeting were as follows:

Proposal 1 — Election of Class III Directors

The following individuals, constituting all the nominees named in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on March 20, 2026 (the “Proxy Statement”), were elected as the Class III directors to serve until the 2029 annual meeting of stockholders or until their respective successor has been duly elected and qualified. The following votes were taken in connection with this proposal:

 

     FOR      WITHHELD  

Raymond Anstiss, Jr.

      16,551,832        2,505,225  

Edward H. Ross

      17,945,595        1,111,459  

Proposal 2 — Approval to Sell or Otherwise Issue Shares of Common Stock Below Net Asset Value

A proposal to authorize the Company, subject to the approval of the Board of Directors of the Company, to sell or otherwise issue shares of its common stock during the next year at a price below the Company’s then current net asset value per share, subject to certain conditions as set forth in the Proxy Statement (including that the cumulative number of shares sold pursuant to such authority does not exceed 25% of its then outstanding common stock immediately prior to each such sale) was approved. The following votes were taken in connection with this proposal:

 

FOR

  

AGAINST

  

ABSTAIN

14,868,916   3,478,064   710,064

This proposal was also approved by the Company’s non-affiliated stockholders by a vote of 14,545,972 shares for, 3,478,064 shares against and 710,064 abstained. The number of votes cast in favor of this proposal represents a majority of outstanding voting securities of the Company, as defined under the Investment Company Act of 1940, as amended, and a majority of outstanding securities that are not held by affiliated persons of the Company.

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: June 24, 2026   Fidus Investment Corporation
    By:  

/s/ Shelby E. Sherard

      Shelby E. Sherard
      Chief Financial Officer,
      Chief Compliance Officer and Secretary

Source: View Original Filing on SEC EDGAR

FAQ

What did Fidus Investment Corporation (FDUS) approve at its 2026 annual meeting?

Stockholders re-elected two Class III directors and approved a key share issuance proposal. The company can, with board approval, sell or issue common shares below net asset value per share for one year, subject to conditions including a 25% cap on cumulative issuance.

Who was elected to the Fidus Investment Corporation (FDUS) board in 2026?

Stockholders elected Raymond Anstiss, Jr. and Edward H. Ross as Class III directors. They will serve until the 2029 annual meeting of stockholders, or until their successors are duly elected and qualified, continuing the company’s existing board leadership structure.

How did Fidus (FDUS) stockholders vote on issuing shares below net asset value?

The proposal received 14,868,916 votes for, 3,478,064 against, and 710,064 abstentions. It also secured approval from non-affiliated stockholders, with 14,545,972 votes for, meeting Investment Company Act requirements for a majority of independent voting securities.

What limits apply to Fidus (FDUS) issuing shares below net asset value?

The authorization applies for one year and is subject to board approval and conditions in the proxy statement. Cumulative shares sold under this authority cannot exceed 25% of Fidus’s then outstanding common stock immediately before each such sale, limiting potential dilution scale.

Why was non-affiliated stockholder approval important for Fidus (FDUS)?

The company notes the proposal was approved by non-affiliated stockholders, with 14,545,972 votes for. This satisfies the Investment Company Act requirement that a majority of outstanding securities not held by affiliated persons approve such below-net-asset-value share issuances.

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