DEF 14A: TriplePoint Venture Growth BDC Corp. Announces 2024 Annual Meeting of Stockholders

TriplePoint Venture Growth BDC Corp. will hold its 2024 Annual Meeting of Stockholders electronically on April 25, 2024, to elect directors and ratify the selection of its independent accounting firm.

Summary

• TriplePoint Venture Growth BDC Corp. is holding its 2024 Annual Meeting of Stockholders on April 25, 2024, via live webcast.
• Stockholders of record as of March 8, 2024, are entitled to vote on the proposals.
• The meeting will address the election of two Class I directors, each serving until the 2027 annual meeting.
• Stockholders will also vote to ratify the selection of Deloitte & Touche LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2024.
• The board of directors unanimously recommends voting for each of the proposals.
• Proxy materials were first released to stockholders on or about March 8, 2024.
• The company's annual report on Form 10-K for the year ended December 31, 2023, is available to stockholders.
• Stockholders can participate in the Annual Meeting virtually by logging in to www.virtualshareholdermeeting.com/TPVG2024.
• The company has retained Broadridge Financial Solutions, Inc. to assist in the distribution of proxy materials and the solicitation of proxies for a fee of approximately $80,000 plus reimbursement of out-of-pocket expenses.
• As of the record date, March 8, 2024, there were 37,620,109 shares of common stock outstanding.

Sentiment

Score: 7

Explanation: The document is a standard proxy statement, which is generally neutral in tone. It provides necessary information for shareholders to make informed decisions, but does not express strong positive or negative sentiment.

Positives

• The Board is actively engaged in risk oversight through its committees and the Chief Compliance Officer.
• The company has strong corporate governance policies, including regular meetings of independent directors and a Chief Compliance Officer.
• The Audit Committee is comprised solely of Independent Directors.
• The company has adopted a Code of Business Conduct and Ethics, a Joint Code of Ethics, and Insider Trading Policies and Procedures.
• The company has procedures in place for the review, approval and monitoring of transactions involving the Company and certain persons related to it.

Negatives

• The company relies on the Adviser for valuation of portfolio investments, which may present a conflict of interest.
• The incentive fee structure may create an incentive for the Adviser to make certain types of investments.
• Certain members of the Adviser's senior investment team may face conflicts in the allocation of investment opportunities among the company and other investment vehicles managed by them.
• The company is generally only permitted to co-invest with TPC and/or such investment funds, accounts and vehicles where the only term that is negotiated is price.

Risks

• The Board's oversight function cannot eliminate all risks or ensure that particular events do not adversely affect the value of investments.
• Potential conflicts of interest may arise when a non-Independent Director is Chairman of the Board.
• The company's ability to incur indebtedness is limited such that its asset coverage must equal at least 150% immediately after each time it incurs indebtedness.
• The company is generally not permitted to acquire any non-qualifying asset for purposes of Section 55 of the 1940 Act unless, at the time the acquisition is made, qualifying assets represent at least 70% of its total assets.
• The company is generally not permitted to co-invest with its affiliates and/or investment funds, accounts and vehicles managed by its affiliates, unless in accordance with the terms of the exemptive order granted by the SEC.

Future Outlook

The company expects that the 2025 Annual Meeting of Stockholders will be held in April 2025, but the exact date, time and location have yet to be determined.

Management Comments

• James P. Labe, Chief Executive Officer and Chairman of the Board, emphasizes the importance of stockholder participation in the governance of the Company.
• The Board believes that it is in the best interests of stockholders for Mr. Labe to lead the Board because of his broad experience with the day-to-day management and operations of other companies and his significant background in venture lending and venture leasing.

Industry Context

TriplePoint Venture Growth BDC Corp. operates in the business development company (BDC) sector, providing financing to venture capital-backed companies. The proxy statement reflects standard corporate governance practices for publicly traded BDCs, including the election of directors, ratification of auditors, and disclosure of related party transactions.

Comparison to Industry Standards

• The structure of TriplePoint Venture Growth BDC Corp.'s board, with a mix of interested and independent directors, is typical for BDCs.
• The compensation structure for independent directors, including annual fees and meeting attendance fees, is consistent with industry norms.
• The use of an external investment adviser and administrator is a common practice among BDCs, although it can create potential conflicts of interest.
• The company's co-investment practices with affiliated entities are subject to regulatory requirements and an exemptive order from the SEC, which is a standard approach for BDCs with affiliated investment managers.
• The disclosure of related party transactions and the policies and procedures for managing conflicts of interest are in line with regulatory expectations for BDCs.

Related Party Transactions

• The company has entered into an Advisory Agreement with TriplePoint Advisers LLC, under which it pays a base management fee and incentive fee.
• The company has entered into an Administration Agreement with TriplePoint Administrator LLC, under which it reimburses the Administrator for certain costs and expenses.
• The company has entered into a Staffing Agreement with TPC, under which TPC makes its investment and portfolio management and monitoring teams available to the Adviser.
• The company has entered into a License Agreement with TPC, under which TPC has granted the company a non-exclusive, royalty-free license to use the name TriplePoint and the TriplePoint logo.
• In October 2017, the company entered into a securities purchase agreement with Mr. Labe, Mr. Srivastava, and our then-serving Chief Financial Officer, pursuant to which we sold to such individuals an aggregate of 73,855 shares of our common stock in October 2017 in a private offering exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended, and Regulation D thereunder (the Management Shares).

Stakeholder Impact

• The outcome of the votes on the election of directors and the ratification of the accounting firm will impact the governance and oversight of the company.
• The company's performance and investment decisions will affect the value of stockholders' investments.
• The company's relationships with its Adviser and Administrator will impact the fees and expenses paid by the company.

Next Steps

• Stockholders are encouraged to vote on the proposals outlined in the proxy statement.
• Stockholders can attend the Annual Meeting virtually on April 25, 2024.
• The company will hold its 2025 Annual Meeting of Stockholders in April 2025.

Key Dates

Keywords

Annual Meeting, Directors, Proxy Statement, Stockholders, Deloitte, Governance, BDC, TriplePoint, Investment