DEF: Crescent Capital BDC, Inc. Announces 2025 Annual Meeting of Stockholders

Crescent Capital BDC, Inc. will hold its 2025 Annual Meeting of Stockholders virtually on May 16, 2025, to vote on the election of directors and the ratification of the independent registered public accounting firm.

Summary

• Crescent Capital BDC, Inc. is holding its 2025 Annual Meeting of Stockholders on May 16, 2025, at 10:00 a.m. Pacific Time, as a virtual meeting.
• Stockholders will vote on the election of two Class I Directors, each serving until the 2028 annual meeting, and the ratification of Ernst & Young LLP (E&Y) as the independent registered public accounting firm for the fiscal year ending December 31, 2025.
• The Board of Directors recommends voting for the election of Kathleen S. Briscoe and George G. Strong, Jr. as Class I Directors and for the ratification of E&Y.
• The record date for determining stockholders eligible to vote is March 19, 2025.
• As of the record date, 37,061,547 shares of common stock were outstanding.
• The estimated cost of proxy solicitation is $70,000, to be paid by the Corporation.
• Stockholders can attend and vote at the Annual Meeting online at www.virtualshareholdermeeting.com/CCAP2025.
• The Board is composed of six directors, five of whom are independent.
• The Corporation's Audit Committee includes Kathleen S. Briscoe, Susan Y. Lee, Michael S. Segal, Steven F. Strandberg and George G. Strong, Jr., with Mr. Strong as Chairman.
• The Nominating Committee includes Kathleen S. Briscoe, Susan Y. Lee, Michael S. Segal, Steven F. Strandberg and George G. Strong, Jr., with Mr. Segal as Chairman.
• The Compensation Committee includes Kathleen S. Briscoe, Susan Y. Lee, Michael S. Segal, Steven F. Strandberg and George G. Strong, Jr., with Mr. Strandberg as Chairman.
• Independent Directors receive an annual fee of $105,000, plus additional fees for attending Board and committee meetings.
• The Chairman of the Audit Committee receives an additional annual fee of $12,500.
• The Chairpersons of the Nominating Committee and the Compensation Committee each receive an additional annual fee of $5,000.
• The Corporation has agreements with the Advisor, where senior management and members of the Advisor's investment committee have indirect ownership and financial interests.
• The base management fee is calculated quarterly at an annual rate of 1.25% of gross assets, excluding cash, cash equivalents, and restricted cash.
• The incentive fee consists of an income incentive fee and a capital gains incentive fee.
• The Corporation incurred management fees of $20,223,000 for the year ended December 31, 2024, of which $125,000 was waived.
• The Corporation incurred income incentive fees of $18,855,000 for the year ended December 31, 2024, of which $145,000 were waived by the Advisor.
• The Corporation incurred administrative services expenses of $1,365,000 for the fiscal year ended December 31, 2024.
• E&Y's fees for audit services for the fiscal year ended December 31, 2024, were $746,150.
• E&Y's fees for all other services for the fiscal year ended December 31, 2024, were $50,000.

Sentiment

Score: 7

Explanation: The document is primarily informational and procedural, with a neutral to slightly positive tone due to the Board's recommendations and expressions of gratitude to stockholders. There are no significant red flags or negative indicators.

Positives

• The Board is recommending well-qualified candidates for election as Class I Directors.
• The Board is recommending the ratification of a reputable accounting firm, Ernst & Young LLP.
• The virtual meeting format allows for broader stockholder participation.
• The Board includes a majority of independent directors, ensuring strong corporate governance.

Negatives

• The executive officers and the Interested Director receive no direct compensation from the Corporation, which could raise concerns about alignment of interests.
• The Advisor and Administrator are entitled to indemnification, which may lead to riskier behavior on the Corporation's behalf.
• The Corporation has agreements with the Advisor, in which the Corporations senior management and members of the Advisors investment committee have indirect ownership and other financial interests, which could lead to potential conflicts of interest.

Risks

• Potential conflicts of interest may arise due to the Advisor managing other investment funds with similar investment objectives.
• The Board recognizes that not all risks can be identified or mitigated, and risk management oversight is subject to limitations.
• The Advisor's indemnification may lead to riskier behavior when acting on the Corporation's behalf.
• The Corporation is party to certain lawsuits in the normal course of business, including proceedings relating to the enforcement of our rights under loans to or other contracts with our portfolio companies.

Future Outlook

The Corporation expects that the 2026 annual meeting of stockholders will be held in May 2026.

Management Comments

• Jason Breaux, Chief Executive Officer, thanks stockholders for their continued support.
• The Board believes that each of the Directors, including the Class I Director Nominees, has the experience, qualifications, attributes and skills appropriate to serve as a Director of the Corporation, in light of the Corporations business and structure.

Industry Context

As a BDC, Crescent Capital BDC, Inc. operates within the regulatory framework of the Investment Company Act of 1940. The announcement reflects standard corporate governance practices for publicly traded companies, including the election of directors and the ratification of auditors.

Comparison to Industry Standards

• The base management fee of 1.25% of gross assets is within the typical range for BDCs.
• The incentive fee structure, consisting of an income incentive fee and a capital gains incentive fee, is a common practice among BDCs.
• The composition of the Board, with a majority of independent directors, aligns with best practices for corporate governance in the investment management industry.
• The virtual meeting format is increasingly common, especially since the COVID-19 pandemic, allowing for broader stockholder participation.

Legal Proceedings

• The Corporation is party to certain lawsuits in the normal course of business, including proceedings relating to the enforcement of our rights under loans to or other contracts with our portfolio companies.

Related Party Transactions

• The Advisor is a registered investment adviser under the Investment Advisers Act of 1940, as amended (the Advisers Act).
• The Corporations investment activities are managed by the Advisor, which is responsible for (i) originating prospective investments, (ii) conducting research and due diligence investigations on potential investments, (iii) analyzing investment opportunities, (iv) negotiating and structuring the Corporations investments, and (v) monitoring the Corporations investments and portfolio companies on an ongoing basis.
• The Advisor has entered into a Resource Sharing Agreement (the Resource Sharing Agreement) with Crescent, pursuant to which Crescent provides the Advisor with experienced investment professionals (including the members of the Advisors investment committee) and access to the resources of Crescent so as to enable the Advisor to fulfill its obligations under the Corporations Investment Advisory Agreement with the Advisor (the Investment Advisory Agreement).
• At a special meeting of stockholders of the Corporation held on December 17, 2020, the Corporation's stockholders approved a new investment advisory agreement between the Corporation and the Advisor upon the closing of acquisition of a majority indirect ownership interest in the Advisor by Sun Life Financial Inc., which occurred on January 5, 2021 (the Investment Advisory Agreement).
• On June 2, 2015, the Corporation entered into the administration agreement with the Administrator, as amended and restated on February 1, 2020 (the Administration Agreement).
• The Corporation has also entered into a license agreement with Crescent under which Crescent has agreed to grant the Corporation a non-exclusive, royalty-free license to use the name Crescent Capital.

Stakeholder Impact

• Stockholders have the opportunity to vote on key corporate governance matters.
• The election of directors and ratification of the auditor directly impact the oversight and financial reporting of the Corporation.
• The Board's decisions and the Advisor's management affect the performance of the Corporation and, consequently, stockholder returns.
• The Corporation's Code of Conduct and Code of Ethics aim to ensure ethical behavior and compliance with regulations, benefiting all stakeholders.

Next Steps

• Stockholders should review the proxy statement and vote on the proposals.
• The Corporation will hold the Annual Meeting on May 16, 2025.
• The Board will consider the results of the stockholder vote and take appropriate action.

Key Dates

Keywords

Annual Meeting, Directors, Proxy Statement, Stockholders, Corporate Governance, Ernst & Young, Investment Advisory Agreement, Crescent Capital BDC, BDC