Saratoga Investment Corp. (NYSE: SAJ) expands board, names Scott Zoellner director
Rhea-AI Filing Summary
Saratoga Investment Corp. increased its Board of Directors from five to six members and appointed Scott E. Zoellner as a director, effective August 5, 2026, for a term expiring at the 2027 annual meeting of stockholders.
The Board determined that Zoellner is not an “interested person” under the Investment Company Act of 1940 and is independent under NYSE rules. He was appointed to the audit, compensation, and nominating and corporate governance committees. The company states there are no selection arrangements, family relationships, or related-party transactions requiring disclosure. Zoellner is a partner and Chief Operating and Financial Officer of Niobrara Capital, with prior senior roles at AEA Investors and Credit Suisse. In connection with his appointment, he entered into an indemnification agreement in the form previously filed as an exhibit to the company’s Form 10‑K.
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Insights
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8-K Event Classification
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
1 item
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Key Figures
Board size after change: 6 members
Director term end: 2027 annual meeting
Common stock par value: $0.001 per share
+3 more
6 metrics
Board size after change
6 members
Board increased from five to six members on August 5, 2026
Director term end
2027 annual meeting
Term of Scott E. Zoellner’s directorship
Common stock par value
$0.001 per share
Par value of Saratoga Investment Corp. common stock
6.00% Notes due 2027
6.00% coupon, due 2027
Class of notes listed on the New York Stock Exchange
8.00% Notes due 2027
8.00% coupon, due 2027
Class of notes listed on the New York Stock Exchange
7.50% Notes due 2031
7.50% coupon, due 2031
Class of notes listed on the New York Stock Exchange
Key Terms
interested person, Investment Company Act of 1940, indemnification agreement, Item 404(a) of Regulation S-K, +1 more
5 terms
interested person regulatory
"Zoellner is not an “interested person” under the Investment Company Act of 1940"
Investment Company Act of 1940 regulatory
"not an “interested person” (as defined in Section 2(a)(19) of the Investment Company Act of 1940"
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.
indemnification agreement regulatory
"the Company and Mr. Zoellner entered into an indemnification agreement"
An indemnification agreement is a contract in which one party promises to cover losses, costs, or legal claims that another party might face, acting like a tailored safety net or private insurance policy. For investors, it matters because such agreements shift potential financial risk away from a company or its officers and onto the indemnifier, which can affect a company’s future liabilities, cash flow and how risky the investment appears during deal-making or litigation.
Item 404(a) of Regulation S-K regulatory
"required to be disclosed pursuant to Item 404(a) of Regulation S-K"
emerging growth company regulatory
"Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What board change did Saratoga Investment Corp. (SAJ) make on August 5, 2026?
Saratoga Investment Corp. expanded its board from five to six members and appointed Scott E. Zoellner as a director, with his term expiring at the company’s 2027 annual meeting of stockholders.
Who is the new independent director appointed by Saratoga Investment Corp. (SAJ)?
The company appointed Scott E. Zoellner as a director. He is a Partner and Chief Operating and Financial Officer of Niobrara Capital and previously held senior roles at AEA Investors and in leveraged finance at Credit Suisse.
Is the new SAJ director considered independent and non-interested?
Yes. The Board determined that Scott E. Zoellner is not an “interested person” under the Investment Company Act of 1940 and is independent under NYSE rules, supporting his role on key oversight committees.
Which board committees will Scott E. Zoellner serve on at Saratoga Investment Corp. (SAJ)?
Scott E. Zoellner was appointed to the Board’s audit committee, compensation committee, and nominating and corporate governance committee, placing him in core oversight and governance roles at Saratoga Investment Corp.
Does Saratoga Investment Corp. (SAJ) provide indemnification to its new director?
In connection with Scott E. Zoellner’s appointment, he entered into an indemnification agreement with Saratoga Investment Corp., using the form previously filed as an exhibit to the company’s Form 10-K.