DEF 14A: Palmer Square Capital BDC Inc. Announces 2024 Annual Meeting of Stockholders

Palmer Square Capital BDC Inc. will hold its 2024 Annual Meeting of Stockholders virtually on December 11, 2024, to elect directors and ratify the company's independent auditor.

Summary

• Palmer Square Capital BDC Inc. is holding its 2024 Annual Meeting of Stockholders on December 11, 2024, at 10:00 a.m. Central Time, via live webcast.
• Stockholders will vote on the election of two Class III directors, who will serve until the 2027 annual meeting.
• They will also vote to ratify the selection of PricewaterhouseCoopers LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2024.
• The record date for determining stockholders eligible to vote is November 8, 2024.
• The company had 32,646,562.73 shares of common stock outstanding on the record date.
• A quorum, consisting of a majority of the votes entitled to be cast, is required for the meeting to proceed.
• The board of directors unanimously recommends voting for the election of the director nominees and the ratification of the accounting firm.

Sentiment

Score: 7

Explanation: The document is neutral in tone, focusing on procedural matters for the annual meeting. There are no significant positive or negative indicators, but the clear communication and adherence to corporate governance standards are positive.

Positives

• The board of directors unanimously recommends voting for all proposals, indicating strong internal alignment.
• The company is providing a virtual meeting option, which increases accessibility for stockholders.
• The company has a clear process for stockholders to submit questions during the meeting.

Risks

• If a quorum is not reached, the meeting may be adjourned to solicit more proxies.
• The company relies on its external investment adviser, which could present conflicts of interest.
• The company's incentive fee structure may encourage the adviser to favor debt financings with deferred interest.

Future Outlook

The company expects the 2025 Annual Meeting to be held in December 2025, but the exact date is yet to be determined.

Management Comments

• Christopher D. Long, Chairman and CEO, emphasized the importance of stockholder participation in the governance of the company.
• Stacy Brice, Secretary, highlighted the importance of completing and returning the proxy card to ensure proper representation at the Annual Meeting.

Industry Context

This announcement is typical for a publicly traded company, particularly a Business Development Company (BDC), as it outlines the necessary steps for the annual meeting and shareholder voting.

Comparison to Industry Standards

• The structure of the board with a mix of interested and independent directors is common among BDCs.
• The use of a virtual meeting format is becoming increasingly common for annual meetings, especially post-pandemic.
• The process for nominating directors and submitting shareholder proposals aligns with standard corporate governance practices.
• The disclosure of fees paid to the independent auditor is consistent with SEC requirements for public companies.

Related Party Transactions

• The company has an investment advisory agreement with Palmer Square BDC Advisor LLC, where certain officers have indirect financial interests.
• The company has an administration agreement with Palmer Square BDC Administrator LLC.
• The company has a resource sharing agreement with Palmer Square Capital Management LLC.
• The company has a license agreement with Palmer Square for the use of its name.

Stakeholder Impact

• Stockholders are being asked to vote on key governance matters, including the election of directors and the ratification of the auditor.
• The company is committed to maintaining the privacy of its stockholders.
• The company is providing a virtual meeting option to increase accessibility for stockholders.

Next Steps

• Stockholders are encouraged to vote by proxy before the meeting.
• Stockholders can attend the virtual meeting on December 11, 2024.
• The company will post answers to questions not addressed during the meeting on its website.

Key Dates

Keywords

Annual Meeting, Stockholders, Directors, PricewaterhouseCoopers, Proxy Vote, Corporate Governance, Independent Auditor, BDC