DEF 14A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Filed by the
Registrant þ
Filed by a Party other than the
Registrant o
Check the appropriate box:
o Preliminary
Proxy Statement
o Confidential,
for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
þ Definitive
Proxy Statement
o Definitive
Additional Materials
o Soliciting
Material Pursuant to §240.14a-12
GSC 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):
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þ
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No fee required.
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o
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Fee computed on table below per Exchange Act
Rules 14a-6(i)(1)
and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction computed
pursuant to Exchange Act
Rule 0-11
(set forth the amount on which the filing fee is calculated and
state how it was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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o Fee
paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by
Exchange Act
Rule 0-11(a)(2)
and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its
filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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GSC
Investment Corp.
888 Seventh Avenue
New York, New York 10019
May 23,
2008
To the Stockholders of GSC Investment Corp:
You are cordially invited to attend the 2008 Annual Meeting of
Stockholders of GSC Investment Corp. to be held at the offices
of Davis Polk & Wardwell, located at 450 Lexington
Avenue, New York, NY, 10017, on July 8, 2008, at
10:00 a.m., local time. Only stockholders of record at the
close of business on May 12, 2008 are entitled to notice
of, and to vote at, the meeting or any adjournment or
postponement thereof.
Details of the business to be conducted at the meeting are given
in the accompanying Notice of Annual Meeting of Stockholders and
Proxy Statement.
Whether or not you expect to attend the meeting, please
complete, date, sign and promptly return the accompanying proxy
in the enclosed postage-paid envelope so that your shares may be
represented at the meeting. Returning the proxy does not deprive
you of your right to attend the meeting and to vote your shares
in person.
We look forward to seeing you at the meeting.
Sincerely,
David L. Goret, Secretary
Notice of
2008 Annual Meeting of Stockholders
will be at the offices of
Davis Polk & Wardwell
450 Lexington Avenue
New York, New York 10017
July 8, 2008, 10:00 a.m., local time
May 23, 2008
To the Stockholders of GSC Investment Corp:
The 2008 Annual Meeting of Stockholders of GSC Investment Corp.,
a Maryland corporation, will be held at the offices of Davis
Polk & Wardwell at 450 Lexington Avenue, New York, NY,
10017 on July 8, 2008, at 10:00 a.m., local time. At
the annual meeting, our stockholders will consider and vote on:
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the election of two members of the Board of Directors, each to
serve until the 2011 annual meeting of our stockholders and
until his successor is duly elected and qualifies;
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a proposal to ratify the appointment of Ernst & Young
LLP as our independent registered public accounting firm for the
fiscal year ending February 28, 2009; and
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such other business as may properly come before the meeting.
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The nominees of the Board of Directors for election as directors
are listed in the enclosed proxy statement. We are not aware of
any other business, or any other nominees for election as
directors, that may properly be brought before the annual
meeting.
Holders of record of our common stock as of the close of
business on May 12, 2008, the record date for the annual
meeting, are entitled to notice of, and to vote at, the annual
meeting.
Our Board of Directors recommends that you vote
FOR the election of each of the nominees
named in the enclosed proxy statement; and
FOR the proposal to ratify the appointment of
Ernst & Young LLP as our independent registered public
accounting firm for the fiscal year ending February 28,
2009.
We enclose our
10-K annual
report, proxy statement and a proxy card. Please submit your
proxy. Thank you for your support of GSC Investment Corp.
Very truly yours,
David L. Goret, Secretary
Table of
Contents
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GSC
Investment Corp.
888 Seventh Avenue
New York, New York 10019
May 23, 2008
Proxy
Statement
We are sending you this proxy statement in connection with the
solicitation of proxies by our Board of Directors for the 2008
Annual Meeting of Stockholders. We are mailing this proxy
statement and the accompanying form of proxy to stockholders on
or about May 26, 2008. In this proxy statement, we refer to
GSC Investment Corp. as the Company,
GNV, we, our or
us and the Board of Directors as the
Board. When we refer to GNVs fiscal year, we
mean the
12-month
period ending February 28 or, if applicable, February 29 of the
stated year (for example, fiscal 2009 is March 1, 2008
through February 28, 2009). In this proxy statement, we
refer to GSC Group, its affiliates and subsidiaries, as
GSC Group.
Annual
Meeting Information
Date and
Location
We will hold the annual meeting on July 8, 2008 at
10:00 a.m., local time, at the offices of Davis
Polk & Wardwell at 450 Lexington Avenue, New York, NY,
10017.
Admission
Only record or beneficial owners of GNV common stock as of the
close of business on May 12, 2008 or their proxies may
attend the annual meeting. Beneficial owners must also provide
evidence of stock holdings, such as a recent brokerage account
or bank statement.
Voting
Information
Record
Date and Quorum
The record date for the annual meeting is the close of business
on May 12, 2008 (the Record Date). You may cast
one vote for each share of common stock that you owned as of the
Record Date. On the Record Date, 8,291,384 shares of common
stock were outstanding. The presence, in person or by proxy, of
stockholders entitled to cast a majority of the votes entitled
to be cast at the annual meeting will constitute a quorum at the
annual meeting.
Submitting
Voting Instructions for Shares Held Through a Broker
If you hold shares of common stock through a broker, bank or
other nominee, you must follow the voting instructions you
receive from your broker, bank or nominee. If you hold shares of
common stock through a broker, bank or other nominee and you
want to vote in person at the annual meeting, you must obtain a
legal proxy from the record holder of your shares and present it
at the annual meeting. If you do not vote in person at the
annual meeting or submit voting instructions to your broker,
your broker may still be permitted to vote your shares. New York
Stock Exchange (NYSE) member brokers may vote in
their discretion in the election of directors and the
ratification of the appointment of GNVs independent
registered public accounting firm if they do not receive
instructions from beneficial owners, subject to any voting
policies adopted by the broker.
Authorizing
a Proxy for Shares Held in Your Name
If you are a record holder of shares of common stock, you may
authorize a proxy to vote on your behalf by mail, as described
on the enclosed proxy card. Authorizing your proxy will not
limit your right to vote in person at the annual meeting. A
properly completed and submitted proxy will be voted in
accordance with your instructions,
unless you subsequently revoke your instructions. If you
authorize a proxy without indicating your voting instructions,
the proxyholder will vote your shares according to the
Boards recommendations.
Revoking
Your Proxy
If you are a stockholder of record, you can revoke your proxy at
any time before it is exercised by (1) delivering a written
revocation notice prior to the annual meeting to our Secretary,
David Goret, at 300 Campus Drive, Florham Park, NJ
07932-1039;
(2) submitting a later-dated proxy that we receive no later
than the conclusion of voting at the annual meeting; or
(3) voting in person at the annual meeting. If you hold
shares of common stock through a broker, bank or other nominee,
you must follow the instructions you receive from your nominee
in order to revoke your voting instructions. Attending the
annual meeting does not revoke your proxy unless you also vote
in person at the meeting.
Votes
Required to Elect Directors
Each director will be elected by the affirmative vote of the
holders of a majority of the shares of stock outstanding and
entitled to vote in the election of directors. Under Maryland
law, if a director does not receive the requisite number of
votes and is not elected at the annual meeting, the director
will continue to serve on the Board as a holdover
director.
Votes
Required to Adopt Other Proposals
Approval of Proposal 2, to ratify the appointment of
Ernst & Young LLP as our independent registered public
accounting firm for the 2009 fiscal year, requires the
affirmative vote of a majority of the votes cast on the
proposal. A majority of the votes cast means that
the number of votes cast for Proposal 2 exceeds
the number of votes cast against Proposal 2.
Withholding
Authority and Abstaining
You may withhold authority to vote for any nominee
for election as a director and may abstain from
voting on the other proposals. Stockholders who withhold
authority from their proxyholders to vote for any nominee
will have the effect of voting against that nominee.
Stockholders who abstain from voting on
Proposal 2 will be counted as present at the annual meeting
for purposes of determining a quorum but will have no effect on
the outcome of the vote on that proposal.
2
Proposal 1
Election of Directors
Our business and affairs are managed under the direction of our
Board. The Board currently consists of seven members, of whom
four are not interested persons of GNV, as defined
in Section 2(a)(19) of the 1940 Act. Our Board elects our
officers, who will serve at the discretion of the Board.
Under our charter, our directors are divided into three classes,
and the initial directors named in our Articles of Incorporation
will serve until the first, second or third annual meeting of
stockholders, respectively, and until their successors are duly
elected and qualify. At each annual meeting of our stockholders,
the successors to the class of directors whose terms expire at
such meeting will be elected to hold office for a term expiring
at the annual meeting of stockholders held in the third year
following the year of their election and until their successors
have been duly elected and qualified or any directors
earlier resignation, death or removal.
All of the nominees are directors as of May 12, 2008, and
each nominee has indicated that he will continue to serve if
re-elected. We do not anticipate that any nominee will be unable
or unwilling to stand for election, but if that happens, the
proxyholders will vote for another person nominated by the Board.
Director
and Executive Officer Information
Directors
Information regarding the nominees for election as a director at
the annual meeting and our continuing directors is as follows:
Nominees for election as directors to serve until our 2011
annual meeting of stockholders and until their successors are
duly elected and qualify:
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Number of
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Portfolios
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in Fund
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Other
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Complex
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Directorships/
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Overseen by
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Trusteeships
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Director of
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Held
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Director
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Expiration
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Principal Occupation(s)
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Nominee
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by Board
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Name
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of Term
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During Last Five Years
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for Director
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Member
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Independent Director
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G. Cabell Williams
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Director
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2007
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2008
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Currently is Managing General Partner of Williams and Gallagher.
Prior to 2004, Mr. Williams served as Managing Director of
Allied Capital Corporation.
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Interested Director
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Thomas V. Inglesby
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Chief Executive Officer and Director
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2007
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2008
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Joined GSC Group at its inception in 1999 and has been a Senior
Managing Director since 2006.
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none
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Our Board unanimously recommends a vote FOR the
election of each of the nominees named above. Proxies solicited
by our Board will be voted FOR each of these
nominees unless otherwise instructed.
3
Continuing directors whose terms will expire at our 2009 annual
meeting of stockholders:
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Number of
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Portfolios in
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Fund Complex
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Other
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Overseen by
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Director of
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Director
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Principal Occupation(s)
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of Term
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During Last Five Years
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Director
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Board Member
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Independent Director
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Peter K. Barker
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Director
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2007
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2009
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Currently a private investor. Prior to 2002, Mr. Barker served
as an Advisory Director of Goldman, Sachs & Co.
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Avery Dennison
Corporation and Fluor Corporation.
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Interested Director
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Richard M. Hayden
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Chairman of the
Board of Directors
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2007
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2009
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Joined GSC Group in 2000 and has been a Vice Chairman of GSC
Group since 2000. Prior to 2000, Mr. Hayden was a Partner of
Goldman, Sachs & Co., where he was a Managing Director and
the Deputy Chairman of Goldman, Sachs & Co. International
Ltd., responsible for all European investment banking activities.
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Deutsche Boerse AG
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Continuing directors whose terms will expire at our 2010 annual
meeting of stockholders:
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Number of
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Portfolios in
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Fund Complex
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Overseen by
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Other
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Director of
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Director
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Expiration
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Trusteeships Held
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of Term
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Director
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by Board Member
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Independent Director
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Steven M. Looney
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Director
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2007
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2010
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Currently Managing Director of Peale Davies & Co. Inc.
Prior to 2005, Mr. Looney served as Senior Vice President and
Chief Financial Officer of PCCI, Inc.
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Sun Healthcare Group
and WH Industries
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Independent Director
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Charles S. Whitman III
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Director
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2007
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2010
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Currently is senior counsel (retired) at Davis Polk &
Wardwell. Prior to 2006, Mr. Whitman was a Partner in Davis
Polks Corporate Department.
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none
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Number of
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Portfolios in
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Fund Complex
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Overseen by
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Director of
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Director
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Expiration
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Trusteeships Held
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of Term
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Director
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by Board Member
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Interested Director
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Robert F. Cummings, Jr.
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Director
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2007
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2010
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Joined GSC Group in 2002 and has been a Senior Managing Director
since 2006 and Chairman of the Risk & Conflicts Committee
and the Valuation Committee since 2003. Prior to joining GSC
Group, was a Partner of Goldman, Sachs & Co., where he was
a member of the Corporate Finance Department, advising corporate
clients on financing, mergers and acquisitions, and strategic
financial issues.
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GSC Capital Corp., Precision Partners Inc., Corning Inc., and
Viasystems Group Inc.,
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The address of each director is
c/o GSC
Investment Corp., 888 Seventh Avenue, New York, New York 10019.
5
Executive
Officers Who Are Not Directors
Information regarding our executive officers who are not
directors is as follows:
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Other
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Directorships/
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Principal Occupation(s)
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Trusteeships Held
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Name
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|
Age
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Position
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|
Since
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|
During Last Five Years
|
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by Board Member
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|
David L. Goret
|
|
44
|
|
Vice President
and Secretary
|
|
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2007
|
|
|
Joined GSC Group as General Counsel in 2004, where he manages
legal, compliance and certain administrative functions at the
firm. From 2000 to 2002, Mr. Goret served as managing director
and general counsel of Hawk Holdings, LLC. From 2002 to 2003, he
served as senior vice president and general counsel of Mercator
Software, Inc.
|
|
none
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|
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|
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|
Richard T. Allorto, Jr.
|
|
36
|
|
Chief Financial
Officer
|
|
|
2007
|
|
|
Joined GSC Group in 2001 and is responsible for overseeing the
financial statement preparation and accounting operations
relating to the funds managed by GSC Group. Mr. Allorto was with
Schering Plough Corp. from 1998 to 2001, where he worked as an
Audit Supervisor within the internal audit group with a focus on
operational audits of the companys international
subsidiaries.
|
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none
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|
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|
David C. Rice
|
|
39
|
|
Chief Compliance
Officer
|
|
|
2007
|
|
|
Joined GSC Group in 2007. From 2002 to 2007, he was with the
U.S. Securities & Exchange Commission in the Division of
Enforcement, where he investigated and prosecuted violations of
the federal securities laws.
|
|
none
|
Biographical
Information
Directors
Our directors can be classified as either independent directors
or interested directors. Interested directors are interested
persons as defined in the 1940 Act.
Independent
Directors
Peter K. Barker Mr. Barker is currently
a private investor. After spending 28 years at Goldman,
Sachs & Co., Mr. Barker stepped down as a General
Partner in 1998 and as an Advisory Director in 2002.
Mr. Barker headed Goldman, Sachs & Co.s
investment banking activities on the West Coast from 1978 to
1998. Mr. Barker joined Goldman, Sachs & Co. in
1971. Mr. Barker began his career in the London office,
then spent seven years in the New York Corporate Finance
Department before assuming his responsibilities on the West
Coast. Mr. Barker has been active in several civic
organizations, including the Los Angeles Area Boy Scout Council,
Los Angeles Metropolitan YMCA, Claremont McKenna College and the
Phoenix House of California. He has also been a member of the
California State Senate Commission on Corporate Governance and
is currently a director of Avery Dennison Corporation and Fluor
Corporation. Mr. Barker graduated from the University of
Chicagos Graduate School of Business with an M.B.A. degree.
Steven M. Looney Mr. Looney is a
Managing Director of Peale Davies & Co. Inc., a
consulting firm with particular expertise in financial process
and IT outsourcing, and is a CPA and an attorney.
Mr. Looney also serves as a consultant and director to
numerous companies in the healthcare, manufacturing and
technology services industries, including Sun Healthcare Group
and WH Industries. Between 2000 and 2005, he served as Senior
Vice President and Chief Financial Officer of PCCI, Inc., a
private IT staffing and outsourcing firm. Between 1992 and
6
2000, Mr. Looney worked at WH Industries as Chief Financial
and Administrative Officer. Mr. Looney graduated summa cum
laude from the University of Washington with a B.A. degree in
Accounting and received a J.D. from the University of Washington
School of Law where he was a member of the law review.
Charles S. Whitman III Mr. Whitman
is senior counsel (retired) at Davis Polk & Wardwell.
Mr. Whitman was a partner in Davis Polks Corporate
Department for 28 years, representing clients in a broad
range of corporate finance matters, including shelf
registrations, securities compliance for financial institutions,
foreign asset privatizations, and mergers and acquisitions. From
1971 to 1973, Mr. Whitman served as Executive Assistant to
three successive Chairmen of the U.S. Securities and
Exchange Commission. Mr. Whitman serves on the Legal
Advisory Board of the National Association of Securities
Dealers. Mr. Whitman graduated from Harvard College and
graduated magna cum laude from Harvard Law School with an LL.B.
Mr. Whitman also received an LL.M. from Cambridge
University in England.
G. Cabell Williams Mr. Williams is
currently the Managing General Partner of Williams and
Gallagher, a private equity partnership located in Chevy Chase,
Maryland. In 2004, Mr. Williams concluded a 23 year
career at Allied Capital Corporation, a $4 billion business
development corporation based in Washington, DC. While at
Allied, Mr. Williams held a variety of positions, including
President, COO and finally Managing Director following
Allieds merger with its affiliates in 1998. From 1991 to
2004, Mr. Williams either led or co-managed the firms
Private Equity Group. For the nine years prior to 1999,
Mr. Williams led Allieds Mezzanine investment
activities. For 15 years, Mr. Williams served on
Allieds Investment Committee where he was responsible for
reviewing and approving all of the firms investments.
Prior to 1991, Mr. Williams ran Allieds Minority
Small Business Investment Company. He also founded Allied
Capital Commercial Corporation, a real estate investment
vehicle. Mr. Williams has served on the Board of various
public and private companies. Mr. Williams attended The
Landon School, and graduated from Mercersburg Academy and
Rollins College, receiving a B.S. in Business Administration
from the latter.
Interested
Directors
Robert F. Cummings, Jr.
Mr. Cummings joined GSC Group in 2002 and is currently a
Senior Managing Director and Chairman of the Risk &
Conflicts Committee and the Valuation Committee.
Mr. Cummings is a former member of the GSC Group Advisory
Board. For the prior 28 years, Mr. Cummings was with
Goldman, Sachs & Co., where he was a member of the
Corporate Finance Department, advising corporate clients on
financing, mergers and acquisitions, and strategic financial
issues. Mr. Cummings was named a Partner of Goldman,
Sachs & Co. in 1986. Mr. Cummings retired in 1998
and was retained as an Advisory Director by Goldman,
Sachs & Co. to work with certain clients on a variety
of banking matters. Mr. Cummings is a director of GSC
Capital Corp., Precision Partners Inc., Corning Inc., and
Viasystems Group Inc. Mr. Cummings graduated from Union
College with a B.A. degree and from the University of Chicago
with an M.B.A. degree.
Richard M. Hayden Mr. Hayden is the
Chairman of GSC Investment Corp. Mr. Hayden joined GSC
Group in 2000 and is currently the Vice Chairman of GSC Group.
Mr. Hayden was previously with Goldman, Sachs &
Co. from 1969 until 1999 and was named a Partner in 1980.
Mr. Hayden transferred to London in 1992, where he was a
Managing Director and the Deputy Chairman of Goldman,
Sachs & Co. International Ltd., responsible for all
European investment banking activities. Mr. Hayden was also
Chairman of the Credit Committee from 1991 to 1996, a member of
the firms Commitment Committee from 1990 to 1995, a member
of the firms Partnership Committee from 1997 to 1998 and a
member of the Goldman, Sachs & Co. International
Executive Committee from 1995 to 1998. In 1998, Mr. Hayden
retired from Goldman, Sachs & Co. and was retained as
an Advisory Director to consult in the Principal Investment
Area. Mr. Hayden is a non-executive director of Deutsche
Boerse AG. Mr. Hayden is also a member of The Wharton
Business School International Advisory Board. Mr. Hayden
graduated magna cum laude and Phi Beta Kappa from Georgetown
University with a B.A. degree in Economics, and graduated from
The Wharton School with an M.B.A. degree.
Thomas V. Inglesby Mr. Inglesby is the
Chief Executive Officer of GSC Investment Corp.
Mr. Inglesby joined GSC Group at its inception in 1999 and
is currently a Senior Managing Director. From 1997 to 1999,
Mr. Inglesby was a Managing Director at Greenwich Street
Capital Partners. Prior to that, Mr. Inglesby was a
Managing Director with Harbour Group in St. Louis,
Missouri, an investment firm specializing in the acquisition of
7
manufacturing companies in fragmented industries. In 1986,
Mr. Inglesby joined PaineWebber and was a Vice President in
the Merchant Banking department from 1989 to 1990.
Mr. Inglesby graduated with honors from the University of
Maryland with a B.S. degree in Accounting, from the University
of Virginia School of Law with a J.D. degree and from the Darden
Graduate School of Business Administration with an M.B.A. degree.
Executive
Officers Who Are Not Directors
Richard T. Allorto, Jr., Chief Financial Officer
Mr. Allorto joined GSC Group in 2001 and is
responsible for overseeing the financial statement preparation
and accounting operations relating to the funds managed by the
corporate credit group of GSC Group. Mr. Allorto was
previously with Schering Plough Corp. from 1998 to 2001 where he
worked as an Audit Supervisor within the internal audit group
with a focus on operational audits of the companys
international subsidiaries. From 1994 to 1998, he was with
Arthur Andersen as a Supervising Audit Senior with a
manufacturing industry focus. Mr. Allorto graduated from
Seton Hall University with a B.S. degree in accounting and is a
licensed CPA.
David L. Goret, Vice President and Secretary
Mr. Goret joined GSC Group in 2004 as
Managing Director, General Counsel and Chief Compliance Officer
and became a Senior Managing Director in January 2007. He
manages legal, compliance and certain administrative functions
at GSC Group. From 2000 to 2002, Mr. Goret served as
Managing Director and General Counsel of Hawk Holdings, LLC,
which focused on creating, financing and operating emerging
technology infrastructure and service businesses. From 2002 to
2003, he served as Senior Vice President and General Counsel of
Mercator Software, Inc., a Nasdaq-listed software company.
Mr. Goret graduated magna cum laude from Duke University
with a B.A. degree in Religion and Political Science and from
the University of Michigan with a J.D. degree.
David C. Rice, Chief Compliance Officer
Mr. Rice joined GSC Group in 2007. He was
previously with the U.S. Securities & Exchange
Commission in the Division of Enforcement from 2002 to 2007
where he investigated and prosecuted violations of the federal
securities laws. Mr. Rice graduated summa cum laude from
the University of Southern California with a B.A. in English and
Philosophy, from the University of California, Irvine with a
Ph.D. in English, and from Yale Law School with a J.D. degree.
Corporate
Governance
Corporate
Governance Documents
GSC has a corporate governance webpage at the Corporate
Governance link under the Investor Relations
link at
http://www.gscinvestmentcorp.com.
Our Corporate Governance Procedures, Financial Officer Code of
Ethics, GSC Group Code of Ethics (applicable to the employees of
our investment adviser) and Board Committee charters are
available at our corporate governance webpage at
http://ir.gscinvestmentcorp.com/governance.cfm and are
also available to any stockholder who requests them by writing
to our secretary, David Goret, at 300 Campus Drive, Florham
Park, NJ 07932-1039.
Corporate
Governance Procedures
GNV has established these corporate governance procedures to
guard against, among other things, an improperly constituted
Board.
Review
to Confirm Director and Officer Status
GNV shall periodically review (at least annually) the status of
each director and officer of GNV. Such review shall be performed
through the distribution and receipt of a Directors and
Officers Questionnaire (the D&O
Questionnaire) to be sent to each director (and officer)
annually in April of each calendar year by GSCP (NJ), L.P.,
GNVs investment adviser. The Legal/Compliance Department
of the investment adviser shall review (consulting GNVs
legal counsel as needed) all D&O Questionnaires to confirm,
among other matters, the continued
8
independence of each director. Counsel to the independent
directors will be advised of any material disclosure relating to
any directors independence.
New directors or officers of GNV shall complete a D&O
Questionnaire prior to serving as a GNV director or officer. The
Legal/Compliance Departments review of the completed
D&O Questionnaire shall consider, among other things, the
directors or officers outside business dealings,
percentage ownership of the investment adviser and any
relationship
he/she may
have with GNV or the investment adviser or any of their
affiliates, outside of serving as a director or officer of GNV.
Independent
Chairman
The Chairman of the Audit Committee and the Nominating Committee
shall not be interested persons of GNV, as defined
under Section 2(a)(19) of the 1940 Act (hereinafter
Disinterested).(1)
If any such Chairman believes he might be interested, he shall
contact legal counsel to review his status prior to the next
Board or committee meeting.
Percentage
of Directors Elected by Stockholders
The Board may fill vacancies occurring on the Board at any time,
provided that immediately after filling any such vacancy, at
least two-thirds of the directors then holding office shall have
been elected by stockholders.
If at any time less than a majority of the directors of GNV were
elected by stockholders due to attrition, the directors of GNV
shall within 60 days of such time call a meeting of the
stockholders for the purpose of electing directors to fill any
existing vacancies on the Board.
The investment adviser shall monitor the Board to ensure that
the foregoing percentages are met. Upon the resignation of a
director, the investment adviser shall calculate the percentage
of stockholder-elected directors and determine whether a
stockholder meeting is required. If a meeting is required,
GNVs directors, in concert with GNVs legal counsel
and investment adviser, shall convene a Nominating Committee
meeting and arrange for a stockholder meeting to be called.
Annual
Evaluation
GNVs directors shall perform an evaluation, at least
annually, of the effectiveness of the Board and its committees.
This evaluation shall include an annual questionnaire and Board
and Committee discussion.
Independent
Directors Policy
GNVs Board shall be comprised of directors, at least a
majority of whom shall not be interested persons of GNV, as
defined under the 1940 Act. The investment adviser shall monitor
the percentage of interested directors serving on the Board. If
there is an increase in the number of interested directors (due
to resignations of disinterested directors, change in status of
a director to an interested director, etc.), the investment
adviser shall notify the directors, including GNVs
Nominating Committee. The Nominating Committee shall promptly
convene to consider new candidates who would not be interested
persons of GNV to serve on the Board of Directors.
The independent directors of GNV shall meet in a separate
session, at least quarterly. No interested person of GNV, as
defined under the 1940 Act may be present in such sessions. Such
sessions are anticipated to include discussions of the directors
views on the performance of the investment adviser and other
service providers.
The independent directors of GNV continue to be authorized to
hire such employees, experts, counsel and other assistance as
they deem necessary to assist them in carrying out their duties.
(1) The
Securities and Exchange Commission (the SEC) has
proposed a rule that, if adopted, would require the Chairman of
the Board of Directors also be Disinterested.
9
Director
Independence
The Board has considered all material relationships between the
corporation and each of Peter K. Barker, Steven M. Looney,
Charles S. Whitman III and G. Cabell Williams and has found
that none of Peter K. Barker, Steven M. Looney, Charles S.
Whitman III or G. Cabell Williams has a relationship that
would interfere with his independent judgment in carrying out
the responsibilities of a director and, therefore, each meets
the director independence requirements.
Board
Meetings and Committees
Our Board met 11 times during fiscal 2008. Each director
attended at least 90% of the total number of meetings of the
Board and committees on which the director served that were held
while the director was a member. The Boards standing
committees are set forth below.
The report of the Audit Committee appears herein.
Communications
with Directors
Stockholders and other interested parties may contact any member
(or all members) of the Board by mail. To communicate with the
Board, any individual directors or any group or committee of
directors, correspondence should be addressed to the Board or
any such individual directors or group or committee of directors
by either name or title. All such correspondence should be sent
to GSC Investment Corp., 300 Campus Drive, Florham Park, NJ
07932-1039,
Attention: Corporate Secretary, David Goret. Any communication
to report potential issues regarding accounting, internal
controls and other auditing matters will be directed to the
Audit Committee. Appropriate GSC Group personnel will review and
sort through communications before forwarding them to the
addressee(s).
Audit
Committee
The current members of the Audit Committee are Steven M. Looney
(Chairman), Charles S. Whitman III and G. Cabell Williams.
The Board has determined that Mr. Looney is an audit
committee financial expert as defined under Item 407
of
regulation S-K
of the Securities Exchange Act of 1934. All of these members are
independent directors. The Audit Committee is responsible for
approving our independent accountants, reviewing with our
independent accountants the plans and results of the audit
engagement, approving professional services provided by our
independent accountants, reviewing the independence of our
independent accountants and reviewing the adequacy of our
internal accounting controls. The Audit Committee is also
responsible for aiding our Board of Directors in determining the
fair value of debt and equity investments that are not publicly
traded or for which current market values are not readily
available; where appropriate, the Board of Directors and Audit
Committee may utilize the services of an independent valuation
firm to assist them in determining the fair value of these
investments. Finally, the Audit Committee also reviews our
financial statements and the disclosure thereof and the adequacy
of our disclosure controls.
A charter of the Audit Committee is available in print to any
stockholder who requests it and it is also available on the
Companys website at
http://ir.gscinvestmentcorp.com/governance.cfm.
Compensation
Committee
The current members of the Compensation Committee are G. Cabell
Williams (Chairman), Steven M. Looney and Peter K. Barker. All
of these members are independent directors. Currently, none of
our executive officers are compensated by the Company.
A charter of the Compensation Committee is available in print to
any stockholder who requests it and is also available on the
Companys website at
http://ir.gscinvestmentcorp.com/governance.cfm.
Nominating
and Corporate Governance Committee
The current members of the Nominating and Corporate Governance
Committee are Charles S. Whitman III (Chairman), G. Cabell
Williams and Peter K. Barker. All of these members are
independent directors. The
10
Nominating and Corporate Governance Committee is responsible for
selecting, researching and nominating directors for election by
our stockholders, selecting nominees to fill vacancies on the
Board of Directors or a committee of the Board of Directors,
developing and recommending to the Board of Directors a set of
corporate governance principles and overseeing the evaluation of
the Board of Directors.
A charter of the Nominating and Corporate Governance Committee
is available in print to any stockholder who requests it, and it
is also available on the Companys website at
http://ir.gscinvestmentcorp.com/governance.cfm.
Code of
Conduct and Ethics
We have adopted a Financial Officer Code of Ethics that applies
to GNVs Senior Financial Officers.
In addition, our investment adviser has adopted a Code of Ethics
applicable to all its employees. Requests
for copies of either document should be sent in writing to GSC
Investment Corp., 300 Campus Drive,
Florham Park, NJ
07932-1039,
Attention: David Goret. Both documents are also available
on our website at
http://ir.gscinvestmentcorp.com/governance.cfm.
If we make any substantive amendment to, or grant a waiver from,
a provision of our Financial Officer Code of Ethics, we will
satisfy the applicable SEC disclosure requirement by promptly
disclosing the nature of the amendment or waiver at
http://ir.gscinvestmentcorp.com/governance.cfm.
11
Beneficial
Ownership of Common Stock
Stock
Ownership of Directors and Executive Officers
We encourage our directors, officers and employees to own our
common stock; owning our common stock aligns their interests
with your interests as stockholders. Executive officers may not
engage in selling short GNV securities.
The following table presents information as to the beneficial
ownership of our common stock as of April 14, 2008 by:
|
|
|
|
|
each of our current directors;
|
|
|
|
each of our Named Executive Officers, as such term
is defined under the rules of the SEC;
|
|
|
|
all current directors and executive officers as a group; and
|
|
|
|
each stockholder known by us to be the beneficial owner of more
than 5% of our common stock.
|
In fiscal year 2008, our Named Executive Officers were David L.
Goret, Richard T. Allorto, Jr. and David C. Rice.
The percentage ownership is based on 8,291,384 shares of
common stock outstanding as of April 14, 2008. Shares of
common stock that are subject to warrants or other convertible
securities currently exercisable or exercisable within
60 days thereof, are deemed outstanding for the purposes of
computing the percentage ownership of the person holding these
options or convertible securities, but are not deemed
outstanding for computing the percentage ownership of any other
person. Beneficial ownership is determined under the rules of
the SEC and generally includes voting or investment power with
respect to securities. To our knowledge, unless otherwise
indicated in the footnotes to this table, the persons and
entities named in the table have sole voting and sole investment
power with respect to all shares beneficially owned, subject to
community property laws where applicable. Unless otherwise
indicated by footnote, the address for each listed individual is
GSC Investment Corp., 888 Seventh Avenue, New York, New York,
10019.
|
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|
|
|
|
|
|
|
|
|
GNV
|
|
|
|
|
|
|
Common Stock
|
|
|
|
|
|
|
Beneficially Owned
|
|
|
|
|
|
|
as of April 14, 2008
|
|
|
|
|
Name of Beneficial Owners
|
|
Shares
|
|
|
Percent of Class
|
|
|
Directors
|
|
|
|
|
|
|
|
|
Peter K. Barker
|
|
|
2,000
|
|
|
|
*
|
|
Robert F. Cummings, Jr.
|
|
|
16,737
|
|
|
|
*
|
|
Richard M. Hayden
|
|
|
173,406
|
|
|
|
2.1
|
|
Thomas V. Inglesby
|
|
|
79,463
|
|
|
|
1.0
|
|
Steven M. Looney
|
|
|
1,000
|
|
|
|
*
|
|
Charles S. Whitman III
|
|
|
2,000
|
|
|
|
*
|
|
G. Cabell Williams
|
|
|
20,000
|
|
|
|
*
|
|
Named Executive
Officers
|
|
|
|
|
|
|
|
|
David L. Goret
|
|
|
|
|
|
|
|
|
Richard T. Allorto, Jr.
|
|
|
8,180
|
|
|
|
*
|
|
David C. Rice
|
|
|
|
|
|
|
|
|
All Directors and
Executive Officers as a
Group(1)
|
|
|
302,786
|
|
|
|
3.7
|
|
Owners of 5% or more
of our common stock
|
|
|
|
|
|
|
|
|
GSC CDO III,
LLC(2)
|
|
|
995,866
|
|
|
|
12.0
|
|
(1) The
address for all officers and directors is
c/o GSC
Investment Corp., 888 Seventh Avenue, New York, New York 10019.
12
(2) Includes
common stock held by affiliates of GSC Group as follows:
67 shares of common stock held by GSC Secondary Interest
Fund, LLC, a Delaware limited liability company,
59,948 shares of common stock held by Greenwich Street
Capital Partners II, L.P., a Delaware limited partnership, and
935,851 shares of common stock, held by GSC CDO III,
L.L.C., a Delaware limited liability company.
Dollar
Range of Securities Beneficially Owned By Directors
The following table sets forth the dollar range of our equity
securities beneficially owned by each of our directors as of
April 14, 2008. We are not part of a family of
investment companies, as that term is defined in the 1940
Act.
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Dollar Range of Equity
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|
|
Securities in GSC
|
|
Name of Director
|
|
Investment
Corp.(1)
|
|
|
Independent Directors
|
|
|
|
|
Peter K Barker
|
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$
|
10,001 - $50,000
|
|
Steven M. Looney
|
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$
|
10,001 - $50,000
|
|
Charles S. Whitman III
|
|
$
|
10,001 - $50,000
|
|
G. Cabell Williams
|
|
over $
|
100,000
|
|
Interested Directors
|
|
|
|
|
Thomas V. Inglesby
|
|
over $
|
100,000
|
|
Richard M. Hayden
|
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over $
|
100,000
|
|
Robert F. Cummings, Jr.
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over $
|
100,000
|
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|
|
|
(1) |
|
Dollar ranges are as follows: None, $1-$10,000, $10,001-$50,000,
$50,001-$100,000, or over $100,000. |
Executive
Compensation
Our
Relationship with GSC Group
We currently have no employees, and each of our executive
officers is also an employee of GSC Group. GSC Group and its
affiliates as of April 14, 2008 owned 995,866 shares
of our common stock and senior employees of GSC Group (managing
director and above) currently own an additional
375,659 shares of our common stock. Some, but not all, of
these persons are required to file statements of beneficial
ownership pursuant to Section 16 of the Exchange Act.
Director
Compensation
The independent directors receive an annual fee of $40,000. They
also receive $2,500 plus reimbursement of reasonable
out-of-pocket expenses incurred in connection with attending
each board meeting and receive $1,000 plus reimbursement of
reasonable out-of-pocket expenses incurred in connection with
attending each committee meeting. In addition, the chairman of
the Audit Committee receives an annual fee of $5,000 and the
chairman of each other committee receives an annual fee of
$2,000 for their additional services in these capacities. In
addition, we have purchased directors and officers
liability insurance on behalf of our directors and officers.
Independent directors have the option to receive their
directors fees in the form of our common stock issued at a
price per share equal to the greater of net asset value or the
market price at the time of payment. No compensation is paid to
directors who are interested persons.
13
Proposal 2
To Ratify of the Appointment of Ernst & Young LLP as
GNVs Independent Registered Public Accounting Firm for the
2009 Fiscal Year
Independent
Auditors Fees
The following table presents fees for professional services
rendered by Ernst & Young LLP for fiscal year 2008.
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|
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|
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Audit
Fees(1)
|
|
$
|
160,000
|
|
Aggregate Non-Audit Fees
|
|
|
|
|
Audit-Related
Fees(2)
|
|
|
150,000
|
|
Tax
Fees(3)
|
|
|
60,000
|
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All Other Fees
|
|
|
9,000
|
|
Total Aggregate Non-Audit
Fees(4)
|
|
|
219,000
|
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|
|
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Total Fees
|
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$
|
379,000
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|
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(1) |
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Audit fees represent fees and expenses for the audit of the
Companys annual financial statements. |
(2) Audit-related
fees represent services in conjunction with our quarterly
reports on
Form 10-Q
for the fiscal quarters ending May 31, 2007,
August 31, 2007, and November 30, 2007.
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Tax fees represent services in conjunction with preparation of
the Companys tax return. |
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Aggregate non-audit fees comprise audit-related fees, tax fees
and all other fees. |
The Audit Committee has concluded the provision of the non-audit
services listed above is compatible with maintaining the
independence of Ernst & Young LLP.
Our Board unanimously recommends a vote FOR
Proposal 2, to ratify the appointment of Ernst and Young
LLP as our independent registered public accounting firm for the
2009 fiscal year. Proxies solicited by the Board will be voted
FOR Proposal 2 unless otherwise instructed.
Audit
Committee Report
The Audit Committee operates under a written charter adopted by
the Board. The charter is available at
http://ir.gscinvestmentcorp.com/governance.cfm. The
Audit Committee is made up of Steven M. Looney, Charles S.
Whitman III and G. Cabell Williams. Steven M. Looney serves
as Audit Committee chairman. The Board has determined that
Mr. Looney is an audit committee financial
expert as defined under Item 407 of
regulation S-K
of the Securities Exchange Act of 1934. The Audit Committee is
responsible for approving our independent accountants, reviewing
with our independent accountants the plans and results of the
audit engagement, approving professional services provided by
our independent accountants, reviewing the independence of our
independent accountants and reviewing the adequacy of our
internal accounting controls. The Audit Committee is also
responsible for aiding our Board of Directors in determining the
fair value of debt and equity investments that are not publicly
traded or for which current market values are not readily
available; where appropriate, the Board of Directors and Audit
Committee may utilize the services of an independent valuation
firm to assist them in determining the fair value of these
investments. The Board has determined that Steven M. Looney,
Charles S. Whitman III and G. Cabell Williams are
independent under the applicable independence standards of the
NYSE and the Securities Exchange Act of 1934.
The Committee serves in an oversight capacity and is not part of
the Companys managerial or operational decision-making
process. Management is responsible for the financial reporting
process, including the system of internal controls, for the
preparation of consolidated financial statements in accordance
with accounting principles generally accepted in the United
States and for the report on the Companys internal control
over financial reporting. The Companys independent
auditor, Ernst & Young LLP, is responsible for
auditing those financial statements and expressing an opinion as
to their conformity with accounting principles generally
accepted in the United States. The Audit Committees
responsibility is to oversee the financial reporting process and
to review and discuss managements report on the
Companys internal control over financial reporting. The
Audit Committee relies,
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without independent verification, on the information provided to
it and on the representations made by management, the internal
auditor and the independent auditor.
The Audit Committee has implemented pre-approval policies and
procedures related to the provision of audit and non-audit
services by the independent auditors. Under these procedures,
the Audit Committee pre-approves both the type of services to be
provided by the independent auditors and the estimated fees
related to those services. During the pre-approval process, the
Audit Committee considers the impact of the types of services
and the related fees on the independence of the auditor. The
services and fees must be deemed compatible with the maintenance
of the auditors independence, including compliance with
SEC and NYSE rules and regulations.
The Audit Committee met 4 times during fiscal 2008. In
connection with the audited financial statements for the fiscal
year ended February 29, 2008, the Committee, among other
things:
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reviewed and discussed the audited consolidated financial
statements and related footnotes for the fiscal year ended
February 29, 2008 with management and Ernst and Young LLP;
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reviewed and discussed the annual plan and scope of work of the
independent auditor;
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met with Ernst & Young LLP, the Companys
valuation consultant and Company management; and
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reviewed and discussed the critical accounting policies set
forth in the Companys Annual Report on
Form 10-K.
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The Audit Committee discussed with Ernst & Young LLP
matters that independent registered public accounting firms must
discuss with audit committees under generally accepted auditing
standards and standards of the Public Company Accounting
Oversight Board, including, among other things, matters related
to the conduct of the audit of the Companys consolidated
financial statements and the matters required to be discussed by
Statement on Auditing Standards No. 61, as amended
(Communication with Audit Committees). This review included a
discussion with management and the independent auditor of the
quality (not merely the acceptability) of the Companys
accounting principles, the reasonableness of significant
estimates and judgments, and the disclosures in the
Companys consolidated financial statements, including the
disclosures relating to critical accounting policies.
Ernst & Young LLP also provided to the Committee the
written disclosures and the letter required by Independence
Standards Board Standard No. 1 (Independence Discussions
with Audit Committees) and represented that it is independent
from the Company. The Audit Committee discussed with
Ernst & Young LLP their independence from the Company,
and considered if services they provided to the Company beyond
those rendered in connection with their audit of the
Companys consolidated financial statements.
Based on its review and these meetings, discussions and reports
discussed above, and subject to the limitations on its role and
responsibilities referred to above and in the Audit Committee
charter, the Audit Committee recommended to the Board that the
Companys audited consolidated financial statements for the
fiscal year ended February 29, 2008 be included in the
Companys Annual Report on
Form 10-K.
The Audit Committee also selected Ernst & Young LLP as
the Companys independent auditor for the fiscal year ended
February 28, 2009 and are presenting the selection to the
stockholders for ratification.
Respectfully submitted,
Steven M. Looney, Chairman
Other
Matters
Section 16
(a) Beneficial Ownership Compliance
Section 16(a) of the Securities Exchange Act of 1934
requires our directors and executive officers, and persons who
own more than 10% of our common stock, to file with the SEC
initial reports of beneficial ownership and reports of changes
in ownership of our common stock and other equity securities.
Such executive officers, directors
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and greater than 10% stockholders are required by SEC
regulations to furnish us with copies of all beneficial
ownership reporting forms they file.
To our knowledge, based solely on our review of the copies of
such filings in our possession and written representations that
no other reports were required, during the fiscal year ended
February 29, 2008, we believe that all of our executive
officers, directors and greater than 10% stockholders made all
the necessary filings under Section 16(a) during fiscal
year 2008. However, the Form 3s for all of our
Section 16 filers were filed late. In addition,
Messrs. Barker, Looney, Williams and Whitman each filed one
Form 4 late. Mr. Inglesby filed two Forms 4s
late. Each of the late filings was due to administrative errors.
Certain
Affiliations
Our Chairman, Chief Executive Officer and Vice President and
Secretary also serve as senior managers of GSC Group. In
addition, certain of our directors are senior managers of GSC
Group. As a result, the investment advisory and management
agreement and the administration agreement, each between us and
our investment adviser, were negotiated between related parties,
and the terms, including fees payable, may not be as favorable
to us as if they had been negotiated with an unaffiliated third
party. Please see Item 1A Risk Factors
Risks related to our business There are conflicts of
interest in our relationship with our investment adviser
and/or GSC
Group, which could result in decisions that are not in the best
interests of our stockholders and Risk
Factors Risks related to our business
Our investment advisers liability will be limited under
the investment advisory and management agreement, and we will
indemnify our investment adviser against certain liabilities,
which may lead our investment adviser to act in a riskier manner
on our behalf that it would when acting for its own
account in our annual report on
Form 10-K
for the fiscal year ended February 29, 2008.
We have entered into a license agreement with GSC Group,
pursuant to which GSC Group grants us a non-exclusive,
royalty-free license to use the GSC name.
Regulatory restrictions limit our ability to invest in any
portfolio company in which GSC Group or any affiliate currently
has an investment. We may in the future submit an exemptive
application to the SEC to permit greater flexibility to
negotiate the terms of co-investments because we believe that it
will be advantageous for the Company to co-invest with funds
managed by GSC Group where such investment is consistent with
the investment objectives, investment positions, investment
policies, investment strategies, investment restrictions,
regulatory requirements and other pertinent factors applicable
to the Company. There is no assurance that an application for
exemptive relief, if made, would be granted by the SEC.
Accordingly, we cannot assure you that we will be permitted to
co-invest with funds managed by GSC Group.
Director
Attendance at Annual Stockholder Meetings
Although all members of the Board of Directors are invited and
encouraged to attend annual meetings of security holders, we do
not have a policy with respect to such attendance. We have
sought to schedule our annual meeting of stockholders at a time
and date to accommodate attendance by members of our Board of
Directors.
Stockholder
Proposals
For a stockholder nomination to the Board or other proposal to
be considered at an annual meeting, the stockholder must have
given timely notice thereof in writing to the principal
executive offices of GNV. No stockholder nominations to the
Board or other proposals were received in connection with the
2008 annual meeting.
To be timely for the 2009 annual meeting, our Bylaws currently
require that a stockholders notice be delivered or mailed
and received by GNV at the principal executive offices of the
Company not later than the close of business on January 26,
2009 and not earlier than December 27, 2008 (based on a
mailing date of May 26, 2008 for this proxy statement). A
stockholders notice must set forth as to each matter the
stockholder proposes to bring before the annual meeting the
information required by GNVs bylaws.
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Other
Business
The Board of Directors does not presently intend to bring any
other business before the Annual Meeting, and, so far as is
known to the Board, no matters may properly be brought before
the Annual Meeting except as specified in the Notice of the
Annual Meeting. As to any other business that may properly come
before the Annual Meeting, however, that proxies, in the form
enclosed, will be voted in respect thereof in accordance with
the discretion of the proxyholders.
Whether or not you expect to attend the meeting, please
complete, date, sign and promptly return the accompanying proxy
in the enclosed postage paid envelope so that you may be
represented at the meeting.
Annual
Reports
A copy of our Annual Report on
Form 10-K,
which includes financial statements, is being mailed with this
proxy statement.
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PROXY
GSC INVESTMENT CORP.
Annual Meeting of Stockholders July 8, 2008
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Thomas V. Inglesby and Richard T. Allorto, Jr., and each of
them, as proxies of the undersigned, with full power of substitution in each of them, to attend the
2008 Annual Meeting of Stockholders of GSC Investment Corp, a Maryland Corporation (the Company),
to be held at the offices of Davis Polk & Wardwell, 450 Lexington Avenue, New York, New York 10017,
on July 8, 2008, at 10:00 a.m., local time, and any adjournment or postponement thereof, to cast on
behalf of the undersigned all votes that the undersigned is entitled to cast and to otherwise
represent the undersigned with all powers that the undersigned would possess if personally present
at the meeting. The undersigned hereby acknowledges receipt of the Notice of the 2008 Annual
Meeting of Stockholders of the Company and the accompanying Proxy Statement, the terms of each of
which are incorporated by reference, and revokes any proxy heretofore given with respect to such
meeting.
UNLESS A CONTRARY DIRECTION IS INDICATED, VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST
FOR THE TWO NOMINEES LISTED IN PROPOSAL 1 AND FOR PROPOSAL 2, AS DESCRIBED IN THE ACCOMPANYING
PROXY STATEMENT. IF SPECIFIC INSTRUCTIONS ARE INDICATED, VOTES ENTITLED TO BE CAST BY THE
UNDERSIGNED WILL BE CAST IN ACCORDANCE THEREWITH. THE VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED
WILL BE CAST IN THE DISCRETION OF THE PROXYHOLDER ON ANY OTHER MATTER THAT MAY PROPERLY COME BEFORE
THE MEETING.
VOTING INSTRUCTIONS:
Complete, sign, date and promptly return this proxy card in the postage-paid envelope provided.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF EACH NOMINEE NAMED BELOW.
PROPOSAL 1: To elect two Class I directors to hold office until our 2011 Annual Meeting of
Stockholders and until his successor is duly elected and qualified.
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FOR the nominees
listed
below.
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WITHHOLD authority
to
vote for the
nominees listed
below.
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FOR all except (see
instructions below) |
Nominees: G. Cabell Williams and Thomas V. Inglesby
Instruction: To withhold authority to vote for an individual nominee, mark FOR ALL EXCEPT as
shown here: þ, and write the name of such nominee in the blank space below.
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(Continued from other side)
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG
LLP AS THE COMPANYS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2009.
PROPOSAL 2: To ratify the appointment of Ernst & Young LLP as the
Companys Independent Registered Public Accounting Firm
for the Fiscal Year ending February 28, 2009.
o FOR o AGAINST
o ABSTAIN
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DATED |
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SIGNATURE(S) |
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Please sign exactly as your name appears hereon. If the stock is
registered in the names of two or more persons, each should sign.
Executors, administrators, trustees, guardians and attorneys-in-fact
should add their titles. If signer is a corporation, please give
full corporate name and have a duly authorized officer sign, stating
title. If signer is a partnership, please sign in partnership name
by authorized person. |
Please sign, date and promptly return this proxy in the enclosed return envelope which is postage
prepaid if mailed in the United States.
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