SARATOGA INVESTMENT CORP

DEF 14A 1 ea0210335-01.htm PROXY STATEMENT

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Check the appropriate box:

SARATOGA INVESTMENT CORP.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

Saratoga Investment Corp.

535 Madison Avenue

New York, New York 10022

ANNUAL MEETING OF STOCKHOLDERS

To the Stockholders of Saratoga Investment Corp.:

You arecordially invited to attend the 2024 annual meeting of stockholders (the “Annual Meeting”) of Saratoga Investment Corp., to be held atthe offices of Ropes & Gray, located at 1211 Avenue of The Americas, 38 th Floor, New York, NY 10036, on September 26, 2024, at 10:00 a.m., Eastern Time. Only stockholders of record at the close of business on July 29, 2024, are entitled to notice of, and to voteat, the Annual Meeting, including any adjournment or postponement thereof.

Details of the business to be conducted atthe Annual Meeting are given in the accompanying Notice of Annual Meeting of Stockholders and Proxy Statement.

Whetheror not you expect to attend the Annual Meeting, please vote electronically via the Internet or by telephone, or signand return your proxy card so that your shares may be represented at the Annual Meeting. As discussedin the Proxy Statement, voting electronically via the Internet, by telephone or by returning the proxy or voting instruction card does not deprive you of your right to attend the Annual Meeting and to vote your shares in person.

We look forward to seeingyou at the Annual Meeting.

Sincerely,

Christian L. Oberbeck

Chairman and Chief Executive Officer

Important Notice Regarding the Availability of Proxy Materialsfor the Annual Meeting of Stockholders to Be Heldon September 26, 2024.

Our Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended February 29, 2024 are available at the following cookies-free website that can be accessed anonymously: www.proxyvote.com.

NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS

will be held at the offices of Ropes & Gray

1211 Avenue of The Americas, 38 th Floor

New York, NY 10036

on September 26, 2024, 10:00 a.m., Eastern Time

To the Stockholders of Saratoga Investment Corp.:

The 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of Saratoga Investment Corp., a Maryland corporation (the “Company”), will be held at the offices of Ropes & Gray, located at 1211 Avenue of The Americas, 38 th Floor, New York, NY 10036, on September 26, 2024, at 10:00 a.m., Eastern Time, for the following purposes:

1. to elect Christian L. Oberbeck as a director of the Company, to serve until the 2027 Annual Meeting of Stockholders or until his successor is duly elected and qualified; and

2. to transact such other business as may properly come before the Annual Meeting.

THE BOARD OF DIRECTORS, INCLUDING THE INDEPENDENT DIRECTORS, UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE PROPOSAL.

Holders of record of our common stock as of the close of business on July 29, 2024, the record date for the Annual Meeting, are entitled to notice of, and to vote at, the Annual Meeting. Whether or not you expect to be present in person at the Annual Meeting, please sign the enclosed proxy card and return it promptly in the envelope provided, or vote via the Internet or telephone. Instructions are shown on the proxy card. In the event there are not sufficient votes for a quorum or to approve the foregoing proposal at the time of the Annual Meeting, the Annual Meeting may be adjourned in order to permit further solicitation of proxies by the Company.

Thank you for your support of Saratoga Investment Corp.

By order of the Board of Directors,

Henri J. Steenkamp

Chief Financial Officer, Chief Compliance Officer, Treasurer and Secretary

New York, New York

This is an important meeting. To ensure proper representation at the Annual Meeting, please complete, sign, date and return the proxy card in the enclosed, self-addressed envelope, or vote your shares electronically through the Internet or by telephone. Please see the Proxy Statement and the enclosed proxy for details about electronic voting. Proxies may be revoked at any time before they are exercised by submitting a written notice of revocation or subsequently executed proxy, or by attending the Annual Meeting in person.