Portman Ridge Finance Corp. Announces 2024 Annual Meeting of Stockholders

TL;DR

<b>Portman Ridge Finance Corporation is holding its 2024 Annual Meeting of Stockholders virtually on June 25, 2024, with recommendations for director elections and auditor ratification.</b>

AI Summary

Portman Ridge Finance Corp (BCIC) filed a Proxy Statement (DEF 14A) with the SEC on April 29, 2024. The 2024 Annual Meeting of Stockholders for Portman Ridge Finance Corporation will be held virtually on June 25, 2024, at 11:00 a.m. Eastern Time. Stockholders of record as of April 26, 2024, are entitled to vote at the meeting. The Board of Directors recommends voting 'FOR' the election of director nominees. The Board also recommends voting 'FOR' the ratification of Deloitte & Touche LLP as the independent registered public accounting firm for fiscal year 2024. Proxy materials and the 2023 Annual Report on Form 10-K are available online as of April 29, 2024.

Why It Matters

For investors and stakeholders tracking Portman Ridge Finance Corp, this filing contains several important signals. This filing is a definitive proxy statement (DEF 14A), indicating it contains important information for shareholders regarding voting matters for the upcoming annual meeting. The company is seeking shareholder approval for director nominees and the appointment of its auditor, Deloitte & Touche LLP, which are critical decisions for corporate governance and financial oversight.

Risk Assessment

Risk Level: low — Portman Ridge Finance Corp shows low risk based on this filing. The filing is a routine proxy statement for an annual meeting and does not contain new financial performance data or significant strategic changes, thus posing minimal immediate risk.

Analyst Insight

Shareholders should review the proxy statement to make informed voting decisions on director elections and auditor ratification.

Key Numbers

• 2024 — Annual Meeting Year (2024 Annual Meeting of Stockholders)
• June 25 — Annual Meeting Date (to be held virtually on June 25, 2024)
• 11:00 a.m. Eastern Time — Annual Meeting Time (at 11:00 a.m., Eastern Time)
• April 26, 2024 — Record Date (at the close of business on April 26, 2024)
• 2023 — Fiscal Year End (fiscal year ended December 31, 2023)
• 2024 — Fiscal Year for Auditor (independent registered public accounting firm for the fiscal year ending December 31, 2024)

Key Players & Entities

• Portman Ridge Finance Corp. (company) — Registrant and Company Name
• Deloitte & Touche LLP (company) — Independent registered public accounting firm
• June 25, 2024 (date) — Date of Annual Meeting
• April 26, 2024 (date) — Record date for voting eligibility
• April 29, 2024 (date) — Date proxy materials are made available
• KCAP Financial, Inc. (company) — Former Company Name
• Kohlberg Capital CORP (company) — Former Company Name
• Kohlberg Capital, LLC (company) — Former Company Name

FAQ

Risk Factors

• Compliance with SEC Regulations [low — regulatory]: The company must comply with all SEC rules and regulations regarding proxy solicitations and annual meetings, as outlined in this DEF 14A filing.
• Virtual Meeting Logistics [low — operational]: Ensuring a smooth and accessible virtual annual meeting experience for all stockholders is crucial for effective communication and participation.
• Auditor Independence and Effectiveness [low — financial]: The ratification of Deloitte & Touche LLP as the independent auditor is key to maintaining confidence in the company's financial reporting.

Key Financial Figures

• $0.01 — cord of common stock of PTMN, par value $0.01 per share, at the close of business on
• $9,000 — ts to pay market rates of approximately $9,000 for such services. It is expected that
• $10,001 — Independent Directors Alexander Duka $10,001-$50,000 George Grunebaum None Chri
• $50,000 — ent Directors Alexander Duka $10,001-$50,000 George Grunebaum None Christopher
• $100,000 — baum None Christopher Lacovara Over $100,000 Dean C. Kehler Over $100,000 Rober
• $50,000 M — er $100,000 Robert Warshauer $10,001-$50,000 Matthew Westwood $50,000-$100,000 Jose
• $19.55 — on Stock on NASDAQ on April 26, 2024 of $19.55 per share. The dollar range of equity s
• $1 — ecurities beneficially owned are: none, $1 $10,000, $10,001 $50,000, $50,001 $100,
• $10,000 — rities beneficially owned are: none, $1 $10,000, $10,001 $50,000, $50,001 $100,000, or
• $50,001 — are: none, $1 $10,000, $10,001 $50,000, $50,001 $100,000, or Over $100,000. The follo

Filing Documents

• d688319ddef14a.htm (DEF 14A) — 277KB
• g688319dsp036.jpg (GRAPHIC) — 54KB
• g688319dsp037.jpg (GRAPHIC) — 89KB
• g688319dsp038.jpg (GRAPHIC) — 104KB
• 0001193125-24-122300.txt (&nbsp;) — 605KB

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 5 PROPOSAL 1 ELECTION OF DIRECTORS 7 Required Vote 7 Director and Executive Officer Information 7 Directors 7 Executive Officers 12 Biographical Information 12 Board Leadership Structure 16 Boards Role in Risk Oversight 17 Transactions with Related Persons 18 Review, Approval or Ratification of Transactions with Related Persons 20 Material Conflicts of Interest 20 Delinquent Section 16(a) Reports 21 Corporate Governance 21 Corporate Governance Documents 21 Director Independence 21 Evaluation 22 Communications with Directors 22 Board Meetings and Committees 22 Audit Committee 22 Compensation Committee 22 Nominating and Corporate Governance Committee 23 Code of Business Conduct 24 Securities Trading Policy 24

Executive Compensation

Executive Compensation 24 Director Compensation 25 PROPOSAL 2 RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2024 FISCAL YEAR 27 Independent Auditors Fees 27 Required Vote 27 Audit Committee Report 28 OTHER MATTERS 30 Stockholder Proposals Pursuant to Rule 14a-8 30 Stockholder Proposals Other than Pursuant to Rule 14a-8 30 Other Business 30 Delivery of Proxy Materials 31 Available Information 31 Table of Contents PORTMAN RIDGE FINANCE CORPORATION 650 Madison Avenue New York, New York 10022 PROXY STATEMENT Virtual 2024 Annual Meeting of Stockholders General We are furnishing you this proxy statement in connection with the solicitation of proxies by the Board of Directors (the Board) of Portman Ridge Finance Corporation, a Delaware corporation (PTMN, Company, we, us, or our) for use at the Companys virtual 2024 Annual Meeting of Stockholders (the Annual Meeting) that will be held solely by means of remote communication. This proxy statement and the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2023 are being made available to its stockholders via the Internet on or about April 29, 2024. We encourage you to vote your shares by following the instructions on the Notice of Internet Availability of Proxy Materials and granting a proxy ( i.e. , authorizing someone to vote your shares). If you provide voting instructions, either via the Internet, by telephone or by requesting, signing, dating and returning a proxy card, and the Company receives them in time for the Annual Meeting, the persons named as proxies will vote your shares in the manner that you specified. Annual Meeting Information The Annual Meeting will be a completely virtual meeting that will be held solely by means of remote communication. There will be no physical meeting location and the meeting will only be conducted via live webcast. The virtual Annua

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth, as of the Record Date, the beneficial ownership information of each current director, including the nominees for director, as well as the Companys executive officers, each person known to it to beneficially own 5% or more of the outstanding shares of its common stock, and the executive officers and directors as a group. Percentage of beneficial ownership is based on 9,311,908 shares of the Companys common stock outstanding as of the Record Date. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission (SEC) and includes voting or investment power with respect to the securities. Ownership information for those persons who beneficially own 5% or more of the shares of the Companys common stock is based upon filings by such persons with the SEC and other information obtained from such persons, if available. Unless otherwise indicated, the Company believes that each beneficial owner set forth in the table below has sole voting and investment power over the shares beneficially owned by such beneficial owner. The directors are divided into two groups interested directors and independent directors. Each interested director is an interested person (as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended (the 1940 Act)) of the Company. The address of all executive officers and directors is c/o Portman Ridge Finance Corporation at 650 Madison Avenue, New York, New York 10022. Number of Shares (1) Percentage of Class Name and Address Directors and Executive Officers: Independent Directors Alexander Duka 1,000 * George Grunebaum Christopher Lacovara (2) 21,263 * Dean C. Kehler (3) 167,400 1.8 % Robert Warshauer 2,000 * Matthew Westwood 4,571 * Joseph Morea 1,821 * Jennifer Kwon Chou Interested Director Ted Goldthorpe 9,765 * Executive Officers Brandon S

View Full Filing

View this DEF 14A filing on SEC EDGAR