[8-K] MidCap Financial Investment Corporation Reports Material Event

Rhea-AI Filing Summary

On June 18, 2025, MidCap Financial Investment Corporation (NASDAQ: MFIC) held its Annual Meeting of Stockholders and has reported the voting results via Form 8-K.

Proposal 1 – Election of Class III directors: Elliot Stein Jr. received 29,268,588 votes “For” and 11,993,089 “Withheld,” while Carmencita N. M. Whonder obtained 37,768,849 votes “For” and 3,492,828 “Withheld.” For each nominee, 30,687,495 broker non-votes were recorded. Both directors will serve three-year terms until their successors are elected and qualified.

Proposal 2 – Auditor ratification: Shareholders ratified Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2025 with 69,940,094 votes “For,” 905,734 “Against,” and 1,103,344 “Abstain.” No broker non-votes were cast on this item.

Of the 93,303,622 shares eligible to vote as of the April 21, 2025 record date, participation was typical for a business development company and all management-recommended proposals passed. The filing contains no financial results, strategic initiatives, or other material disclosures, implying the event is largely procedural and maintains continuity in board composition and auditor engagement.

Insights

Corporate Governance Analyst

TL;DR: Routine AGM; directors re-elected and auditor ratified—no governance red flags or material change.

The Form 8-K strictly reports voting outcomes from MFIC’s 2025 Annual Meeting. Both Class III directors secured sufficient shareholder support despite moderate withheld votes for Mr. Stein (≈29% of cast votes). Deloitte’s ratification received 97% approval, suggesting continued confidence in audit quality. No shareholder proposals, compensation votes, or by-law changes were presented, and broker non-votes did not affect outcomes. Overall, the disclosure signals stable governance with no immediate impact on risk profile or valuation.

Portfolio Manager

TL;DR: All AGM items passed; information is neutral to MFIC’s investment thesis.

The report offers no earnings data, leverage updates, or portfolio metrics—only procedural results. Director continuity preserves institutional knowledge, but the market generally prices this in. Auditor consistency minimizes transition risk; however, this is standard for a BDC of MFIC’s size. With no capital-allocation insights or dividend guidance, the filing is unlikely to influence near-term trading dynamics.

MidCap Financial Investment Corp false 0001278752 0001278752 2025-06-18 2025-06-18

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, 2025

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) 515-3450

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

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, 2025, 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 29, 2025, as amended. As of April 21, 2025, the record date, 93,303,622 shares of the Company’s common stock were eligible to vote.

Proposal 1: The Company’s stockholders elected two Class III 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
Elliot Stein, Jr.			29,268,588				11,993,089				30,687,495
Carmencita N. M. Whonder			37,768,849				3,492,828				30,687,495

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, 2025, as follows:

FOR		AGAINST		ABSTAIN		BROKER-NON-VOTE
69,940,094		905,734		1,103,344		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 20, 2025

FAQ

What proposals were voted on at MidCap Financial Investment Corp. (MFIC)'s 2025 Annual Meeting?

Shareholders voted on two management proposals: electing two Class III directors and ratifying Deloitte & Touche LLP as the 2025 auditor.

How did shareholders vote on director Elliot Stein Jr. at MFIC's 2025 AGM?

29,268,588 votes were cast "For" and 11,993,089 "Withheld," with 30,687,495 broker non-votes.

Was Deloitte & Touche LLP ratified as MFIC's independent auditor for fiscal 2025?

Yes. Ratification received 69,940,094 "For," 905,734 "Against," and 1,103,344 "Abstain" votes.

How many shares were entitled to vote at MFIC's 2025 Annual Meeting?

93,303,622 shares of common stock were eligible as of the April 21, 2025 record date.

Does the Form 8-K include any financial results or forward guidance for MFIC?

No. The filing only discloses voting outcomes; it contains no earnings, portfolio, or dividend information.