Monroe Capital Stockholders Approve Asset Sale and Merger Proposals at Special Meeting

Key Points

• Stockholders approved both the asset sale and merger proposals at the March 13, 2026 special meeting, with 11,645,478 shares (53.74%) voting for the asset sale and 11,636,057 shares (53.70%) voting for the merger.
• The meeting met quorum (13,677,893 shares, or ~63.13% of outstanding shares), the board recommended approval, and the company said the inspector will file a final report and it will file a Form 8‑K with the SEC within four business days.

Monroe Capital NASDAQ: MRCC held a special meeting of stockholders on March 13, 2026 to vote on two items of business: an asset sale proposal and a merger proposal, each as defined and described in the company’s previously distributed proxy materials.

The virtual meeting was chaired by Chief Financial Officer and Chief Investment Officer Mick Solimene, who said he had been appointed by the board to serve as chairman of the meeting. Board members Thomas Allison, Jeffrey A. Golman, Lynn J. Jerath, and Robert S. Rubin were also present. The company’s Chief Compliance Officer, Chief Legal Officer and Corporate Secretary, Ronald A. Holinsky, served as secretary of the meeting and recorded the proceedings.

Notice and quorum

Holinsky confirmed that notice of the meeting was properly given in accordance with the company’s bylaws to shareholders of record as of January 15, 2026, citing an affidavit from Broadridge Financial Solutions, Inc. Broadridge began distributing the notice of special meeting and related proxy statement to stockholders on January 20, 2026, according to the transcript.

American Election Services, LLC’s Charles Zaid was appointed inspector of election and signed an oath to act in that capacity, which was to be filed with the meeting minutes.

Zaid reported that holders of 13,677,893 shares were present in person or represented by proxy out of 21,666,340 shares issued and outstanding as of the January 15, 2026 record date. This represented approximately 63.13% of the voting power entitled to vote at the meeting, satisfying the quorum requirement, and Solimene declared the meeting duly convened.

Proposals put to a vote

Solimene stated that, as described in the notice of special meeting, the only items of business were:

• Approval of the asset sale proposal
• Approval of the merger proposal

For both proposals, Solimene said the company’s board of directors, including its independent directors, recommended that stockholders vote in favor.

The polls were opened and closed in quick succession for each item, with voting conducted online for eligible stockholders. Solimene noted that stockholders who had already voted by proxy did not need to vote again.

Preliminary vote results

After the polls closed, the inspector of election provided a preliminary report on the vote tabulation. Zaid reported the following vote totals in favor of each proposal, expressed as a percentage of the outstanding shares of MRCC common stock entitled to vote at the meeting:

• Asset sale proposal: 11,645,478 shares voted “for,” representing 53.74% of outstanding shares entitled to vote
• Merger proposal: 11,636,057 shares voted “for,” representing 53.70% of outstanding shares entitled to vote

Based on the inspector’s report, Solimene announced that each proposal received the affirmative vote of holders of a majority of the outstanding shares entitled to vote at the meeting and was therefore approved.

Next steps and adjournment

Solimene said the inspector would file a final report with the company’s secretary after the meeting. The company also expects to report the voting results in a Form 8-K filing with the SEC within four business days of the special meeting.

With no further matters to act upon, Solimene adjourned the meeting and thanked stockholders for their participation, including those who submitted proxies but did not attend.

About Monroe Capital NASDAQ: MRCC

Monroe Capital Corporation NASDAQ: MRCC is a publicly traded business development company that specializes in providing flexible debt financing solutions to middle-market companies across North America. The firm structures and underwrites a range of senior secured loans, unitranche financings, second-lien loans, mezzanine debt and equity co-investments. Monroe Capital's offerings are designed to support corporate growth, acquisitions, recapitalizations and refinancings across diverse industries, including business services, healthcare, manufacturing and specialty finance.

Headquartered in Chicago, Illinois, Monroe Capital was founded in 2004 and has since built a national footprint by maintaining offices in key U.S.

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