Item 5.07. Submission of Matters to a Vote of Security Holders.

Results of Annual Meeting of Stockholders

On June 8, 2023, Fidus Investment Corporation (the "Company") held its 2023 annual meeting of stockholders (the "Annual Meeting") at its offices located at 1603 Orrington Avenue, Suite 1005, Evanston, IL 60201. The common stockholders of the Company voted on two proposals at the Annual Meeting, both of which were approved. The final voting results from the Annual Meeting were as follows:

Proposal 1 - Election of Class III Directors

The following individuals, constituting all the nominees named in the Company's definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on March 17, 2023 (the "Proxy Statement"), were elected as the Class III directors to serve until the 2026 annual meeting of stockholders or until their respective successors have been duly elected and qualified. The following votes were taken in connection with this proposal:



                              FOR           WITHHELD

Raymond L. Anstiss, Jr. 11,069,527 1,733,427 Edward H. Ross

              12,135,221         667,733

Proposal 2 - Approval to Sell or Otherwise Issue Shares of Common Stock Below Net Asset Value

A proposal to authorize the Company, subject to the approval of the Board of Directors of the Company, to sell or otherwise issue shares of its common stock during the next year at a price below the Company's then current net asset value per share, subject to certain conditions as set forth in the Proxy Statement (including that the cumulative number of shares sold pursuant to such authority does not exceed 25% of its then outstanding common stock immediately prior to each such sale) was approved. The following votes were taken in connection with this proposal:



   FOR        AGAINST    ABSTAIN
10,110,300   2,285,569   407,077

This proposal was also approved by the Company's non-affiliated stockholders by a vote of 9,762,156 shares for, 2,285,569 shares against and 407,077 abstained. The number of votes cast in favor of this proposal represents a majority of outstanding voting securities of the Company, as defined under the Investment Company Act of 1940, and a majority of outstanding securities that are not held by affiliated persons of the Company.

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