UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
the Securities Exchange Act of 1934
Filed by the Registrant þ
Filed by a Party other than the Registrant o
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| o Preliminary Proxy Statement |
| o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| o Definitive Proxy Statement |
| þ Definitive Additional Materials |
| o Soliciting Material under §240.14a-12 |
GLADSTONE
INVESTMENT CORPORATION
(Name of Registrant as Specified In Its Charter)
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| o Fee paid previously with preliminary materials. |
Two Leading Independent Proxy Advisory Firms Recommend “For” Vote on NAV
Proposal for Gladstone Investment Corporation’s 2011 Annual Meeting of Stockholders
Proposal for Gladstone Investment Corporation’s 2011 Annual Meeting of Stockholders
McLean, VA, July 18, 2011 —Gladstone Investment Corporation (Nasdaq: GAIN) (the “Company”)
announced today that the industry’s two leading independent proxy advisory firms — ISS Corporate
Services, Inc. (“ISS”), a wholly-owned subsidiary of Institutional Shareholder Services Inc., and
Glass Lewis & Co. (“Glass Lewis”) — each recently issued a report recommending that stockholders
of the Company vote “For” the proposal included in the proxy statement for the Company’s 2011
Annual Meeting of Stockholders (the “Annual Meeting”), which would allow the Company to issue and
sell shares of its common stock below its then current net asset value per share (“NAV”), subject
to certain limitations described in the proxy statement.
The Annual Meeting is scheduled for Thursday, August 4, 2011 at 11:00 a.m. local time at the
Sheraton Premiere Tysons Corner, located at 8661 Leesburg Pike, Vienna, Virginia.
ISS stated in its report:
“The proposal grants significant discretion to management to offer securities at below NAV—either
publicly or privately—with limits on the amount of shares to be offered. The sale of shares at a
price below NAV will initially dilute outstanding shares. However, approval of this proposal may
allow the board to invest in attractive opportunities as they arise, and may give the company
flexibility to forestall the potential forced sale of assets at unfavorable prices. While
shareholders may be concerned that the sale of shares at a price below NAV will initially dilute
outstanding shares, certain safeguards are in place, including that shareholder approval of the
proposal would only be valid for one year, and that any sale of shares at a price below NAV must be
approved by a majority of the company’s disinterested directors.”*
The Company reminds stockholders that their vote is important and urges all stockholders to take a
moment to vote their shares. Stockholders with questions related to the Annual Meeting or the
voting of their shares, or who need to request additional proxy materials, are strongly encouraged
to contact the Company’s proxy solicitor, Georgeson Inc. at (800) 932-9864 or the Company at (866)
366-5745.
The Company also conducted an informational call with stockholders on June 29, 2011 regarding all
proposals delineated in the proxy statement. Stockholders who were unable to listen to the call at
that time may access a recording of the call by calling (877) 344-7529 and using conference code
450883. The webcast replay of the conference call will also be available online, through the date
of the Annual Meeting, at www.GladstoneInvestment.com.
Important Information
On June 17, 2011, the Company filed a definitive proxy statement with the Securities and Exchange
Commission (“SEC”) in connection with the Annual Meeting. The Company’s stockholders are strongly
advised to read the definitive proxy statement carefully before making any voting or investment
decision because the definitive proxy statement contains important information. The Company’s proxy
statement and any other materials filed by the Company with the SEC can be obtained free of charge
at the SEC’s website at http://www.sec.gov or from the Company at http://www.gladstoneinvestment.com.
| * | Permission to use quote neither sought nor obtained from ISS. |
Gladstone Investment Corporation is a publicly traded business development company that seeks to
make debt and equity investments in small and mid-sized businesses in the United States in
connection with acquisitions, changes in control and recapitalizations. Information on the business
activities of all the Gladstone funds can be found at www.gladstonecompanies.com.
For Investor Relations inquiries related to any of the monthly dividend paying Gladstone funds,
please visit www.gladstone.com.
Source: Gladstone Investment Corporation, +1-703-287-5893