DEFA14A: WhiteHorse Finance Amends Proxy Statement to Update 2024 Auditor Fees

WhiteHorse Finance, Inc. filed an amendment to its definitive proxy statement to update the principal accountant fees and services table, specifically increasing reported audit fees for the 2024 fiscal year.

Summary

• An amendment to the definitive proxy statement was filed for WhiteHorse Finance, Inc.'s 2025 Annual Meeting of Stockholders, scheduled for July 30, 2025.
• The sole purpose of this amendment is to update the 'Principal Accountant Fees and Services' chart under Proposal 2: Ratify Crowe as Independent Auditors for 2025 Fiscal Year End.
• The update includes audit fees for the year ended December 31, 2024, related to Crowe LLP's attestation report on the Company's internal control over financial reporting, as previously disclosed in the Annual Report on Form 10-K/A filed on June 10, 2025.
• Audit Fees for the year ended December 31, 2024, are reported as $565,000, an increase from $470,000 for the year ended December 31, 2023.
• Total Fees billed by Crowe LLP for the year ended December 31, 2024, are $595,000, compared to $540,000 for the year ended December 31, 2023.
• No other changes were made to the Proxy Statement or to the matters to be considered at the Annual Meeting.
• The Board of Directors, including all independent directors, unanimously recommends that stockholders vote for the ratification of Crowe LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2025.

Sentiment

Score: 7

Explanation: The document is a routine proxy statement amendment, reflecting transparency and compliance with regulatory requirements. The increase in audit fees is for a standard attestation, not indicative of negative performance. The unanimous board recommendation for the auditor is a positive sign of corporate governance and stability.

Positives

• The Board, including independent directors, unanimously recommends the ratification of Crowe LLP as the independent auditor, indicating confidence in their services.
• The company demonstrates transparency by updating proxy materials to reflect previously disclosed information from its Form 10-K/A filing.
• The update ensures compliance with SEC disclosure requirements regarding auditor fees.

Future Outlook

The company's Board unanimously recommends the ratification of Crowe LLP as its independent registered public accounting firm for the fiscal year ending December 31, 2025, indicating a continuation of the current auditing relationship and commitment to financial oversight.

Management Comments

• The Board, including each of the independent directors, unanimously recommends that you vote for the ratification of the selection of Crowe LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2025.
• It is very important that your shares be represented at the Annual Meeting.
• Your vote and participation in the governance of the Company are very important to us.

Industry Context

This filing represents a routine administrative amendment common in corporate governance, reflecting the ongoing need for publicly traded companies to update disclosures, particularly concerning auditor engagements and fees, in compliance with SEC regulations. The increase in audit fees for internal control attestation is a standard practice for U.S. public companies, reflecting compliance with Sarbanes-Oxley Act requirements for robust financial reporting and internal controls.

Comparison to Industry Standards

• The increase in audit fees from $470,000 in 2023 to $565,000 in 2024, partly attributed to internal control attestation, aligns with typical audit cost trends for publicly traded companies, especially those subject to Sarbanes-Oxley Section 404 requirements. This is a common cost for Business Development Companies (BDCs) like WhiteHorse Finance.
• Comparable BDCs such as Main Street Capital Corporation (MAIN) or Ares Capital Corporation (ARCC) also incur significant audit fees for financial statement and internal control audits, often ranging from several hundred thousand to over a million dollars annually, depending on their size, complexity, and specific audit scope.
• The unanimous board recommendation for Crowe LLP is a standard corporate governance practice, indicating continuity and satisfaction with the auditor's services, similar to how boards at other BDCs like Prospect Capital Corporation (PSEC) or Golub Capital BDC, Inc. (GBDC) would typically endorse their chosen audit firms.

Corporate Governance

Stakeholder Impact

• Shareholders: Required to vote on the ratification of the independent auditor at the Annual Meeting. The amendment provides updated financial information regarding auditor fees, contributing to informed voting decisions.

Next Steps

• Stockholders are urged to vote their proxy for the Annual Meeting to be held on July 30, 2025.
• The Board recommends stockholders ratify Crowe LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2025.

Key Dates

Recommendation

Keywords

WhiteHorse Finance, SEC Filing, DEFA14A, Proxy Statement, Audit Fees, Crowe LLP, Corporate Governance, Financial Reporting, Annual Meeting, Internal Controls