SWK (NASDAQ:SWKH) held a virtual special meeting of stockholders on March 31, 2026, to vote on proposals related to its planned merger with Runway Portfolio Corp. The meeting, conducted by live webcast, included four proposals: adoption of the merger agreement, advisory approval of certain executive compensation tied to the merger, approval of director compensation tied to the merger, and an adjournment proposal that would have allowed the company to solicit additional proxies if needed.
Meeting opened with quorum confirmed
Jody Staggs, President and Chief Executive Officer of SWK Holdings Corporation, served as presiding officer and called the meeting to order at 9:00 a.m. Central Time. Staggs said the meeting was being held in accordance with the company’s bylaws and Delaware law and noted that the formal business would be limited to matters described in the notice of special meeting and proxy statement.
Sayed Husseini of Computershare, appointed as Inspector of Elections, confirmed that a quorum was present. Husseini reported that proxies had been received for “at least a majority of the voting power of all shares of common stock entitled to vote at the special meeting.”
Stockholders voted on merger and compensation-related proposals
Staggs outlined voting procedures, noting that stockholders could vote by proxy or virtual ballot and that previously submitted proxies would be counted unless stockholders chose to change their vote. The polls opened at 9:04 a.m. Central Time and closed at 9:09 a.m. Central Time.
The first and primary proposal asked stockholders to adopt the “agreement and plan of merger, dated as of October 9, 2025, as it may be amended from time to time,” involving Runway Growth Finance Corp., SWK Holdings Corporation, Runway Portfolio Holding Corp., Runway Portfolio Corp., and Runway Growth Capital LLC. Under the proposed transaction described at the meeting, SWK would merge “with and into Runway Portfolio Corp.,” with Runway Portfolio Corp. surviving as a wholly owned subsidiary of Runway Portfolio Holding Corp.
The second proposal sought stockholder approval, on a non-binding advisory basis, of certain compensation that may be paid or become payable to SWK’s named executive officers in connection with the merger. Staggs emphasized the advisory nature of the vote, stating it “will not be binding upon the board of directors or Compensation Committee” and would not require any action based on the outcome.
The third proposal asked stockholders to approve compensation that may be paid or become payable to each member of the SWK board in connection with the merger.
A fourth proposal—an adjournment proposal—would have authorized one or more adjournments of the special meeting if necessary to solicit additional proxies in favor of the merger proposal in the event there were insufficient votes to approve it at the meeting.
Merger proposal approved; adjournment proposal not needed
After the polls closed, Husseini provided preliminary voting results. He reported that the merger proposal was approved “by the holders of at least majority of the shares of SWK common stock entitled to vote on such a proposal.” Because the merger agreement was approved, Husseini said the company did not need to address the adjournment proposal.
Executive and director compensation proposals also approved
Husseini also reported that stockholders approved both compensation-related proposals. For proposal two, he said “the affirmative vote of a majority of the votes properly cast” approved the executive compensation proposal on a non-binding advisory basis. For proposal three, he said “the affirmative vote of a majority of the votes properly cast” approved the director compensation proposal.
Final results to be filed with the SEC
Staggs said final voting results would be reflected in the Inspector of Elections’ report and included in the minutes of the meeting, and that the final results would also be included in filings with the Securities and Exchange Commission. With no further matters for consideration, Staggs adjourned the meeting.
About SWK (NASDAQ:SWKH)
SWK Holdings Corporation, offers specialty finance and asset management services in the United States. It operates in two segments, Finance Receivables and Pharmaceutical Development. The Finance Receivables segment provides customized financing solutions to a range of life science companies, including companies in the biotechnology, medical device, medical diagnostics and related tools, animal health, and pharmaceutical industries, as well as institutions and inventors. This segment also offers non-discretionary investment advisory services to institutional clients in separately managed accounts to invest in life science finance.
