PennantPark Floating Rate Capital Holds Virtual Annual Meeting, Reelects Penn & Briones, OKs RSM Auditors

Key Points

• Stockholders reelected Arthur “Art” Penn and José A. Briones Jr. as Class III directors for three-year terms expiring at the 2029 annual meeting.
• Stockholders ratified RSM US LLP as the company’s independent registered public accounting firm for the fiscal year ending September 30, 2026.
• The annual meeting was held virtually on February 3, 2026; a quorum was confirmed and no validated stockholder questions were submitted during the post-adjournment Q&A.

PennantPark Floating Rate Capital NYSE: PFLT held its 2026 Annual Meeting of Stockholders virtually on February 3, 2026, with CEO and Chairman Arthur “Art” Penn presiding. The meeting began at 9:45 a.m. Eastern and was conducted via webcast and telephone, consistent with what Penn described as the company’s “digital approach” to this year’s meeting.

Attendees and meeting administration

Penn introduced directors in attendance by webcast or telephone: Adam Bernstein, Marshall Brozost, Jeffrey Flug, Samuel Katz, and José A. Briones Jr. Also present were CFO and Treasurer Richard T. Allorto Jr.; Chief Compliance Officer Gerard Cummins; and Thomas Friedmann of Dechert LLP, who served as secretary of the meeting and company counsel.

Representatives from RSM US LLP, the company’s independent audit firm—Jackie Higgins and Ryan DePasquale—also attended and were made available to respond to questions later in the meeting. The company appointed Christopher Woods of Broadridge Financial Solutions as inspector of election, with his oath of office to be filed with the meeting minutes.

Stockholder materials and voting procedures

Friedmann stated that a list of stockholders of record entitled to vote, prepared in accordance with Maryland corporate law and the company’s bylaws, was available for inspection through the web portal during the meeting. He said the notice of annual meeting and proxy statement, letter to stockholders, proxy cards, and the company’s 2025 annual report on Form 10-K were also available via the portal.

According to Friedmann, an affidavit of distribution to stockholders of record as of December 3, 2025 was available for inspection and would be filed as part of the minutes. He also outlined the process for stockholder questions: only validated stockholders could submit questions through the “Ask a Question” field on the web portal, and no questions could be submitted through the listen-only conference call. Attendees were asked to limit themselves to one question, and the meeting was recorded.

Quorum confirmed and proposals presented

Penn said proxies had been solicited by the board and that the inspector of election had informed him a quorum was present, allowing the meeting to proceed. He then opened consideration of two proposals described in the notice of annual meeting:

• Election of two directors to serve three-year terms expiring at the 2029 annual meeting (and until successors are duly elected and qualified).
• Ratification of RSM US LLP as the company’s independent registered public accounting firm for the fiscal year ending September 30, 2026.

Penn stated that the nominees recommended by the Nominating and Corporate Governance Committee and the full board were Arthur Penn and José A. Briones Jr. He asked whether there were any discussions, comments, or questions on the two proposals as set forth in the proxy statement.

Voting process and results

Penn opened the polls at 9:48 a.m. Eastern on February 3, 2026. He instructed stockholders who had not yet submitted a proxy to vote through the web portal and noted that stockholders could change previously submitted proxy votes by using the online voting function.

After voting, the polls were closed and ballots and proxies were counted. Friedmann then reported the results provided by the inspector of election:

• Arthur Penn and José A. Briones Jr. were each elected as Class III directors for three-year terms expiring at the 2029 annual meeting (and until successors are duly elected and qualified).
• RSM US LLP was ratified as the company’s independent registered public accounting firm for the fiscal year ending September 30, 2026.

Penn declared that both proposals had been accepted by stockholders. With no further business, he adjourned the formal annual meeting.

Q&A and close of meeting

Following adjournment, the company opened the session for stockholder questions and comments submitted through the web portal. Penn noted that questions would be addressed as time allowed but that only questions “germane to the meeting” would be answered. No questions were submitted, and Penn closed the meeting, thanking participants and ending the virtual session.

About PennantPark Floating Rate Capital NYSE: PFLT

PennantPark Floating Rate Capital Ltd. is a business development company. It seeks to make secondary direct, debt, equity, and loan investments. The fund seeks to invest through floating rate loans in private or thinly traded or small market-cap, public middle market companies. It primarily invests in the United States and to a limited extent non-U.S. companies. The fund typically invests between $2 million and $20 million. The fund also invests in equity securities, such as preferred stock, common stock, warrants or options received in connection with debt investments or through direct investments.

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