MidCap Financial (NASDAQ: MFIC) investors back directors and Deloitte audit

Q: How many MFIC shares were eligible to vote at the 2026 annual meeting?

A total of 82,372,628 MFIC common shares were eligible to vote as of the April 22, 2026 record date. This figure represents all shares entitled to participate in electing directors and deciding on the auditor ratification at the June 18, 2026 Annual Meeting.

Q: Were MFIC’s Class I director nominees elected at the 2026 annual meeting?

Yes, both Class I director nominees were elected. Emanuel Pearlman received 26,016,665 votes for and 7,974,177 withheld, while Tanner Powell received 32,255,769 votes for and 1,735,073 withheld, with 25,515,223 broker non-votes recorded for each nominee.

Q: Who is MFIC’s independent registered public accounting firm for 2026?

Stockholders ratified Deloitte & Touche LLP as MFIC’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The ratification vote totaled 57,957,195 for, 755,211 against, and 793,659 abstaining, with no broker non-votes reported on this proposal.

Q: What were the broker non-vote totals for MFIC’s 2026 director elections?

Both Class I director elections recorded 25,515,223 broker non-votes. Broker non-votes occur when intermediaries do not have discretionary authority to vote uninstructed shares on certain proposals, which can affect total voting power but not the number of shares outstanding.

Q: How did support for MFIC director Tanner Powell compare to Emanuel Pearlman?

Both directors were elected, but Tanner Powell received more votes for, with 32,255,769 for and 1,735,073 withheld. Emanuel Pearlman received 26,016,665 for and 7,974,177 withheld. Each director’s election also had 25,515,223 broker non-votes reported.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

MidCap Financial Investment Corporation held its Annual Meeting of Stockholders on June 18, 2026, where stockholders voted on director elections and auditor ratification. As of the April 22, 2026 record date, 82,372,628 common shares were eligible to vote.

Stockholders elected Class I directors Emanuel Pearlman and Tanner Powell to three-year terms. Pearlman received 26,016,665 votes for and 7,974,177 withheld, while Powell received 32,255,769 votes for and 1,735,073 withheld, with 25,515,223 broker non-votes on each.

Stockholders also ratified Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026, with 57,957,195 votes for, 755,211 against and 793,659 abstentions.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

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.

Key Figures

Shares eligible to vote: 82,372,628 shares Votes for Emanuel Pearlman: 26,016,665 votes Votes for Tanner Powell: 32,255,769 votes +4 more

7 metrics

Shares eligible to vote 82,372,628 shares Common stock eligible as of April 22, 2026 record date

Votes for Emanuel Pearlman 26,016,665 votes Class I director election at June 18, 2026 annual meeting

Votes for Tanner Powell 32,255,769 votes Class I director election at June 18, 2026 annual meeting

Broker non-votes on director elections 25,515,223 votes Broker non-votes for each Class I director proposal

Votes for Deloitte & Touche LLP 57,957,195 votes Ratification as independent auditor for fiscal year 2026

Votes against Deloitte & Touche LLP 755,211 votes Opposition in auditor ratification proposal

Abstentions on auditor ratification 793,659 votes Abstaining votes on Deloitte & Touche LLP proposal

Key Terms

Annual Meeting of Stockholders, record date, Class I Directors, broker-non-vote, +1 more

5 terms

Annual Meeting of Stockholders financial

"On June 18, 2026, MidCap Financial Investment Corporation held its Annual Meeting of Stockholders"

record date financial

"As of April 22, 2026, the record date, 82,372,628 shares of the Company’s common stock were eligible to vote"

The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.

Class I Directors financial

"The Company’s stockholders elected two Class I Directors of the Company, who will each serve a term of three years"

Class I directors are the subset of a company’s board whose terms expire at a specific annual meeting under a staggered election system that divides directors into multiple groups with different re-election years. For investors this matters because staggered classes slow how quickly shareholders can replace the board, affecting takeover risk, governance change and the pace of corporate decisions — like rotating only part of a team instead of swapping everyone at once.

broker-non-vote financial

independent registered public accounting firm financial

"stockholders ratified the selection of Deloitte & Touche LLP as an independent registered public accounting firm of the Company"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

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Understanding 8-K Material Events →

Available on EDGAR 06/23/2026 - 04:46 PM Accepted by SEC EDGAR 06/23/2026 - 04:45 PM

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 18, 2026

MidCap Financial Investment Corporation

(Exact name of Registrant as specified in its charter)


Maryland	814-00646	52-2439556
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

9 West 57th Street
New York, New York		10019
(Address of principal executive offices)		(Zip Code)

(Registrant’s telephone number, including area code): (212) 515-3200

None

(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, $0.001 par value	MFIC	NASDAQ Global Select Market
8.00% Notes due 2028	MFICL	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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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.

On June 18, 2026, MidCap Financial Investment Corporation (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved two proposals. The proposals are described in detail in the Company’s definitive proxy statement for the Annual Meeting as filed with the Securities and Exchange Commission on April 30, 2026. As of April 22, 2026, the record date, 82,372,628 shares of the Company’s common stock were eligible to vote.

Proposal 1: The Company’s stockholders elected two Class I Directors of the Company, who will each serve a term of three years, or until their successors are duly elected and qualified, as follows:


Name of Director	FOR	WITHHELD	BROKER-NON-VOTE
Emanuel Pearlman	26,016,665	7,974,177	25,515,223
Tanner Powell	32,255,769	1,735,073	25,515,223

Proposal 2: The Company’s stockholders ratified the selection of Deloitte & Touche LLP as an independent registered public accounting firm of the Company for the fiscal year ending December 31, 2026, as follows:


FOR	AGAINST	ABSTAIN	BROKER-NON-VOTE
57,957,195	755,211	793,659	0

SIGNATURE

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


MIDCAP FINANCIAL INVESTMENT CORPORATION



By:		/s/ Kristin M. Hester
Name:		Kristin M. Hester
Title:		Chief Legal Officer, Vice President and Secretary
Date:		June 23, 2026

Source: View Original Filing on SEC EDGAR

FAQ

What did MidCap Financial Investment Corporation (MFIC) announce in this 8-K?

MidCap Financial Investment Corporation reported the results of its June 18, 2026 Annual Meeting of Stockholders. Holders elected two Class I directors and ratified Deloitte & Touche LLP as independent auditor for the fiscal year ending December 31, 2026, based on the voting outcomes disclosed.

How many MFIC shares were eligible to vote at the 2026 annual meeting?

A total of 82,372,628 MFIC common shares were eligible to vote as of the April 22, 2026 record date. This figure represents all shares entitled to participate in electing directors and deciding on the auditor ratification at the June 18, 2026 Annual Meeting.

Were MFIC’s Class I director nominees elected at the 2026 annual meeting?

Yes, both Class I director nominees were elected. Emanuel Pearlman received 26,016,665 votes for and 7,974,177 withheld, while Tanner Powell received 32,255,769 votes for and 1,735,073 withheld, with 25,515,223 broker non-votes recorded for each nominee.

Who is MFIC’s independent registered public accounting firm for 2026?

Stockholders ratified Deloitte & Touche LLP as MFIC’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The ratification vote totaled 57,957,195 for, 755,211 against, and 793,659 abstaining, with no broker non-votes reported on this proposal.

What were the broker non-vote totals for MFIC’s 2026 director elections?

Both Class I director elections recorded 25,515,223 broker non-votes. Broker non-votes occur when intermediaries do not have discretionary authority to vote uninstructed shares on certain proposals, which can affect total voting power but not the number of shares outstanding.

How did support for MFIC director Tanner Powell compare to Emanuel Pearlman?

Both directors were elected, but Tanner Powell received more votes for, with 32,255,769 for and 1,735,073 withheld. Emanuel Pearlman received 26,016,665 for and 7,974,177 withheld. Each director’s election also had 25,515,223 broker non-votes reported.

Filing Exhibits & Attachments

4 documents