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FIDUS INVESTMENT CORP FILES (8-K) Disclosing Submission of Matters to a Vote of Security Holders

June 9, 2014



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

Results of Annual Meeting of Stockholders

On June 4, 2014, Fidus Investment Corporation (the "Company") held its 2014 annual meeting of stockholders (the "Annual Meeting") at the JW Marriott, located at 151 West Adams Street, Chicago, Illinois 60603.The issued and outstanding shares of common stock of the Company entitled to vote at the Annual Meeting consisted of the 13,755,232 shares of common stock outstanding on the record date, March 14, 2014. 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 Two Class III Directors

The following individuals, constituting all of the nominees named in the Company's definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 2, 2014 (the "Proxy Statement"), were elected as Class III directors to serve until the 2017 annual meeting of stockholders and until their successors have been duly elected and qualified. The following votes were taken in connection with this proposal:

FOR WITHHELD Edward H. Ross 7,764,816 265,466 Raymond L. Anstiss, Jr. 7,682,068 348,214



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

A proposal to authorize the Company, pursuant to 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 7,305,967 583,080 141,231



This proposal was also approved by the Company's non-affiliated stockholders by a vote of 7,011,636 shares for, 583,080 shares against and 141,231 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 not held by affiliated persons.

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