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| | | | A-1 | | |
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Proposal
|
| |
Vote Required
|
| |
Broker
Discretionary Voting Allowed |
| |
Effect of Abstentions and Broker
Non-Votes |
|
| Proposal 1 — To elect two directors of the Company nominated by the Board and named in this proxy statement who will each serve for a term of three years and until their successors are duly elected and qualify | | | Affirmative vote of a plurality of all the votes cast at the Annual Meeting | | |
No
|
| | Broker non-votes are not counted as votes cast for purposes of the election of directors and, therefore, will have no effect on the outcome of such election. A proxy marked “withhold” with respect to a director nominee will result in such director nominee receiving one fewer “FOR” vote that would count towards a plurality. | |
| Proposal 2 — To ratify the selection of RSM US LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021 | | | Affirmative vote of a majority of the votes cast at the Annual Meeting | | |
Yes
|
| | Abstentions will not be included in determining the number of votes cast and, as a result, will not have any effect on the result of the vote on this proposal. | |
| Proposal 3 — To approve the Amended Advisory Agreement between the Company and the Adviser, which will become effective upon stockholder approval | | | Affirmative vote of “a majority of the outstanding voting securities” entitled to vote at the Annual Meeting. For this purpose, the Investment Company Act of 1940, as amended (the “1940 Act”) defines “a majority of the outstanding voting securities” as (a) 67% or more of the shares of common stock present or represented by proxy at the Annual Meeting if the | | |
Yes
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| | Abstentions and broker non-votes will have the effect of a vote against the proposal. | |
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Proposal
|
| |
Vote Required
|
| |
Broker
Discretionary Voting Allowed |
| |
Effect of Abstentions and Broker
Non-Votes |
|
| | | | holders of more than 50% of the outstanding shares of common stock are present or represented by proxy, or (b) 50% of the outstanding shares of common stock, whichever is less. | | | | | | | |
Name and Address of Beneficial Owner
|
| |
Number of Shares
Owned Beneficially(1) |
| |
Percentage
of Class |
| | | ||||||||||
Interested Directors: | | | | | | | | | | | | | | | | ||||
R. David Spreng
|
| | | | 96,839(4) | | | | | | * | | | | | ||||
Brian Laibow
|
| | | | — | | | | | | * | | | | | ||||
Independent Directors: | | | | | | | | | | | | | | | | ||||
Gary Kovacs
|
| | | | 44,273 | | | | | | * | | | | | ||||
Julie Persily
|
| | | | 13,282 | | | | | | * | | | | | ||||
Lewis W. Solimene, Jr.
|
| | | | 13,282 | | | | | | * | | | | | ||||
Executive Officers Who Are Not Directors: | | | | | | | | | | | | | | | | ||||
Thomas B. Raterman
|
| | | | 66,413(5) | | | | | | * | | | | | ||||
Carl M. Rizzo
|
| | | | — | | | | | | * | | | | | ||||
Executive officers and directors as a group 5% or More Holders:
|
| | | | 213,629 | | | | | | * | | | | | | | | |
OCM Growth Holdings, LLC(2)
|
| | | | 18,305,267 | | | | | | 57.10% | | | | | ||||
Carilion Clinic(3)
|
| | | | 2,213,668 | | | | | | 6.90% | | | | | ||||
Retirement Plan of Carilion Clinic(3)
|
| | | | 2,213,668 | | | | | | 6.90% | | | | |
Name
|
| |
Dollar Range of Equity
Securities Beneficially Owned(1)(2)(3) |
|
Interested Directors: | | | | |
R. David Spreng
|
| | Over $100,000 | |
Brian Laibow
|
| | None | |
Independent Directors: | | | | |
Gary Kovacs
|
| | Over $100,000 | |
Julie Persily
|
| | Over $100,000 | |
Lewis W. Solimene,Jr.
|
| | Over $100,000 | |
Name
|
| |
Age
|
| |
Position
|
| |
Expiration of Term
|
| |
Director
Since |
| |||
Julie Persily | | | | | 55 | | | |
Director (Independent)
|
| |
2021
|
| |
2017
|
|
Lewis W. Solimene, Jr. | | | | | 61 | | | |
Director (Independent)
|
| |
2021
|
| |
2017
|
|
Name
|
| |
Age
|
| |
Position
|
| |
Expiration of Term
|
| |
Director
Since |
| |||
R. David Spreng | | | | | 59 | | | |
Chairman of the Board (Interested),
Chief Executive Officer and President |
| |
2022
|
| |
2015
|
|
Brian Laibow | | | | | 43 | | | | Director (Interested) | | |
2022
|
| |
2017
|
|
Name
|
| |
Age
|
| |
Position
|
| |
Expiration of Term
|
| |
Director
Since |
| |||
Gary Kovacs | | | | | 57 | | | |
Director (Independent)
|
| |
2023
|
| |
2016
|
|
Name
|
| |
Age
|
| |
Position
|
| |
Officer Since
|
|
Thomas B. Raterman | | | 61 | | |
Chief Financial Officer, Treasurer and Secretary
|
| |
2015
|
|
Carl Rizzo | | | 69 | | |
Chief Compliance Officer
|
| |
2015
|
|
Name
|
| |
Fees Earned
or Paid in Cash(1) |
| |
All Other
Compensation(2) |
| |
Total
|
| |||||||||
Interested Directors | | | | | | | | | | | | | | | | | | | |
R. David Spreng
|
| | | | — | | | | | | — | | | | | | — | | |
Brian Laibow
|
| | | | — | | | | | | — | | | | | | — | | |
Independent Directors | | | | | | | | | | | | | | | | | | | |
Gary Kovacs
|
| | | $ | 84,500 | | | | | | — | | | | | $ | 84,500 | | |
Julie Persily
|
| | | $ | 79,500 | | | | | | — | | | | | $ | 79,500 | | |
Lewis W. Solimene, Jr.
|
| | | $ | 84,500 | | | | | | — | | | | | $ | 84,500 | | |
Name
|
| |
Position(s) Held with the
Company |
| |
Principal Occupation(s) During Past 5 Years
|
|
R. David Spreng | | | President, Chief Executive Officer and Chairman of the Board | | | Mr. Spreng is the founder, Chief Executive Officer and Chief Investment Officer of Runway Growth Capital LLC, our external investment adviser. Mr. Spreng has over 25 years of experience as a venture capitalist and ten years as a growth-debt lender. Mr. Spreng also previously served as a Partner of Decathlon Capital Partners, which he co-founded in 2010 as a provider of growth capital for established companies. He also previously served as Managing Partner of Crescendo Ventures, which he co-founded in | |
Name
|
| |
Position(s) Held with the
Company |
| |
Principal Occupation(s) During Past 5 Years
|
|
| | | | | | 1998 as a venture capital firm focused on early-stage investments in the technology, digital media and technology-enabled service markets. | |
Thomas B. Raterman | | | Chief Financial Officer, Treasurer and Secretary | | | Mr. Raterman is the Chief Financial Officer of the Adviser and a member of its investment committee, and formerly served as Chief Operating Officer and Chief Financial Officer of GSV Financial Group LLC from February 2011 to December 2016. | |
Carl Rizzo | | | Chief Compliance Officer | | | Mr. Rizzo has served as a Director at Alaric Compliance Services LLC since April 2011 and performs his functions as our and the Adviser’s Chief Compliance Officer under the terms of agreements between Alaric Compliance Services LLC and the Company and the Adviser, respectively. He has served as a Director at Alaric since 2011 and is currently, and may be from time to time, engaged to serve as the Chief Compliance Officer for other business development companies, SEC-registered investment advisers, and other funds or managers pursuant to his employment with Alaric. | |
Greg Greifeld | | | — | | | Mr. Greifeld is a managing director of the Adviser and has served as a member of the Adviser’s investment committee since November 2018. Following multiple consultant assignments during 2016, Mr. Greifeld formally joined Runway Growth Capital in January 2017. Mr. Greifeld previously worked for HPS Investment Partners, a $33 billion global alternative investment firm with a focus on directly originated credit (formerly Highbridge Principal Strategies). | |
Kevin S. Spreng | | | — | | | Mr. Spreng is a member of the Adviser’s board of managers and | |
Name
|
| |
Position(s) Held with the
Company |
| |
Principal Occupation(s) During Past 5 Years
|
|
| | | | | | is a shareholder in the Corporate, Securities, and Mergers and Acquisitions Groups of Fredrickson & Byron P.A., a Minneapolis-based law firm. | |
Robert Greifeld | | | — | | | Mr. Greifeld is a member of the Adviser’s board of managers and had served as the chairman of the board of directors of Nasdaq, Inc. until May 10, 2017. Mr. Greifeld has served as chairman of the board of Virtu Financial, Inc. (Nasdaq: VIRT) since July 2017. Previously, Mr. Greifeld was Nasdaq, Inc.’s chief executive officer and a member of its board of directors from 2003 until 2016. | |
Brian Laibow | | | Director | | | Mr. Laibow is a member of the Adviser’s investment committee and currently serves as a managing director at Oaktree and has served in various capacities at Oaktree since 2006. | |
| | |
Fiscal Year Ended
December 31, 2020 |
| |
Fiscal Year Ended
December 31, 2019 |
| ||||||
Audit Fees
|
| | | $ | 472,494 | | | | | $ | 508,952 | | |
Audit-Related Fees
|
| | | | — | | | | | | — | | |
Tax Fees
|
| | | | 20,250 | | | | | | 20,250 | | |
All Other Fees
|
| | | | — | | | | | | — | | |
Total Fees:
|
| | | $ | 492,744 | | | | | $ | 529,202 | | |
| | |
Fees payable under
the Existing Advisory Agreement |
| |
Fees paid under
the Amended Advisory Agreement |
| |
(Decrease)/
Increase |
| |
Per Share
(Decrease)/ Increase |
| |
Percentage
(Decrease)/ Increase |
| |||||||||||||||
Year Ended December 31, 2020: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Base management fee
|
| | | $ | 6,831,566 | | | | | $ | 6,533,225 | | | | | $ | (298,341) | | | | | $ | (0.01) | | | | | | (4.37)% | | |
Income incentive fee
|
| | | $ | 7,260,656 | | | | | $ | 8,313,952 | | | | | $ | 1,053,296 | | | | | $ | 0.03 | | | | | | 14.51% | | |
Capital Gains incentive fee
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Total
|
| | | $ | 14,092,222 | | | | | $ | 14,847,177 | | | | | $ | 754,955 | | | | | $ | 0.02 | | | | | | 10.14% | | |