1. ELECTION OF DIRECTORS
Board of Directors
Our board of
directors is currently comprised of eight directors: Mark C. Biderman, Brenna Haysom, Robert A. Kasdin, Cindy Z. Michel, Eric L. Press, Scott S. Prince, Stuart A. Rothstein and Michael E. Salvati. In accordance with our charter (the
Charter) and bylaws (the Bylaws), each director will hold office until our next annual meeting of stockholders and until his or her successor has been duly elected and qualifies, or until the directors earlier
resignation, death or removal.
As previously disclosed, on October 22, 2019, Ms. Michel informed our board of directors that
she will not be standing for re-election to our board of directors at the Annual Meeting. Ms. Michels decision to not stand for re-election was not the result
of any dispute or disagreements with our Company on any matter relating to our operations, policies or practices.
Upon the recommendation
of the Nominating and Corporate Governance Committee of our board of directors (the Nominating and Corporate Governance Committee), our board of directors has nominated Mark C. Biderman, Brenna Haysom, Robert A. Kasdin, Eric L. Press,
Scott S. Prince, Stuart A. Rothstein and Michael E. Salvati to stand for re-election as directors, and Katherine G. Newman to stand for election as a director for the first time, by the stockholders at the
Annual Meeting, to serve until our 2021 annual meeting of stockholders and until their respective successors are duly elected and qualify, or until their earlier resignation, death or removal. It is intended that the shares of Common Stock
represented by properly submitted proxies will be voted by the persons named therein as proxy holders FOR the election of Messrs. Biderman, Kasdin, Press, Prince, Rothstein and Salvati and Mses. Haysom and Newman as directors, unless
otherwise instructed. If the candidacy of Messrs. Biderman, Kasdin, Press, Prince, Rothstein or Salvati or Mses. Haysom or Newman should, for any reason, be withdrawn prior to the Annual Meeting, the proxies will be voted by the proxy holders in
favor of such substituted candidates (if any) as shall be nominated by our board of directors. Our board of directors has no reason to believe that, if elected, any of Messrs. Biderman, Kasdin, Press, Prince, Rothstein and Salvati and Mses. Haysom
and Newman will be unable or unwilling to serve as director.
Information Regarding the Nominees for Election as Directors
The following information is furnished as of April 22, 2020 regarding the nominees for election as directors.
Mark C. Biderman, 74, has been one of our directors since November 2010. Mr. Biderman also served on the Board of Directors for
Apollo Residential Mortgage, Inc. (NYSE: AMTG) (AMTG), a Maryland corporation formerly managed by an affiliate of Apollo Global Management, Inc. (together with its subsidiaries, Apollo), from its initial public offering in
July 2011 until its merger with and into our Company in August 2016. Since February 2011, Mr. Biderman had been a member of the board of directors of Atlas Energy GP LLC, General Partner of Atlas Energy, L.P., an energy-focused master limited
partnership. In February of 2015, Atlas Energy GP LLC completed a merger with a subsidiary of Targa Resources Group (NYSE: TRGP), forming a new public company. Mr. Biderman then ceased being a director of Atlas Energy GP, LLC and became a
director of Atlas Energy Group, LLC (NYSE: ATLS). Since August 2010, Mr. Biderman had been a member of the Board of Directors of the Full Circle Capital Corporation (NASDAQ: FULL), an externally managed business development company. In November
2016, Full Circle Capital Corporation merged with and into Great Elm Capital Corp. (NYSE: GECC). Mr. Biderman then ceased being a director of Full Circle Capital Corporation and became a director of Great Elm Capital Corporation, and from
November 2017 to November 2018, he was an advisor to the company. Mr. Biderman served as a member of the Board of Directors of Atlas Energy, Inc., an independent natural gas producer that also owned an interest in an energy services provider,
from July 2009 through February 2011. Since January 2009, Mr. Biderman has been a consultant focused on the financial services sector. Mr. Biderman served as Vice Chairman of National Financial Partners Corp. (NYSE: NFP), a benefits,
insurance and wealth management services firm, from September 2008 through December 2008. From
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