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 (Amendment No. )
Filed by the Registrant x
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))
o
Definitive Proxy Statement
x
Definitive Additional Materials
o
Soliciting Material under §240.14a‑12

TRIPLEPOINT VENTURE GROWTH BDC 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):
x
No fee required.
o
Fee computed on table below per Exchange Act Rules 14a‑6(i)(1) and 0‑11.
 
(1)
Title of each class of securities to which transaction applies:
 
(2)
Aggregate number of securities to which transaction applies:
 
(3)
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):
 
(4)
Proposed maximum aggregate value of transaction:
 
(5)
Total fee paid:
o
Fee paid previously with preliminary materials.
o
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.
 
(1)
Amount Previously Paid:
 
(2)
Form, Schedule or Registration Statement No.:
 
(3)
Filing Party:
 
(4)
Date Filed:





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TRIPLEPOINT VENTURE GROWTH BDC CORP.
2755 Sand Hill Road, Suite 150
Menlo Park, California 94025
(650) 854-2090

May 6, 2020
Dear Stockholder:
We are writing to notify you of important information about the 2020 Annual Meeting of Stockholders (the “Annual Meeting”) of TriplePoint Venture Growth BDC Corp. (the “Company”).
The Company held the Annual Meeting on May 1, 2020, as scheduled. As a result of mailing difficulties faced by the Company’s proxy solicitation firm relating to the COVID-19 pandemic, a quorum was not present for the conduct of business at the Annual Meeting. In order to solicit additional votes to establish a quorum for the Annual Meeting, the meeting was adjourned until Friday, May 29, 2020 at 10:30 a.m., Pacific Time, and will reconvene at that time as a live webcast at www.virtualshareholdermeeting.com/TPVG2020.
We previously filed and made available to our stockholders our proxy statement (the “Proxy Statement”) and related proxy materials, including our annual report on Form 10-K for the fiscal year ended December 31, 2019 (the “2019 Annual Report”), on or around April 6, 2020, which contained the following proposals: (1) a proposal to elect two directors of the Company; (2) a proposal to ratify the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020; and (3) a proposal to transact such other business as may properly come before the Annual Meeting, or any postponement or adjournment thereof. We are furnishing to you, together with this letter, a new proxy card for purposes of casting your vote on the proposals to be voted on at the Annual Meeting. If you have already submitted your proxy, the proxy you have submitted will remain valid for the reconvened meeting on May 29, 2020. Signing and submitting the enclosed new proxy card, or voting in person at the Annual Meeting, will revoke any prior proxy in its entirety.
Stockholders of record as of the close of business on April 6, 2020 are entitled to vote at the Annual Meeting. Each of the foregoing items of business is more fully described in the Proxy Statement, which has been previously furnished to you. Please read the Proxy Statement in its entirety, as it contains all of the information that is important to your decisions in voting at the Annual Meeting.
It is very important that your shares be represented at the Annual Meeting. Even if you plan to attend the meeting electronically via the live webcast, we urge you to complete, date and sign the enclosed proxy card and promptly return it in the envelope provided.

The live webcast will begin promptly at 10:30 a.m., Pacific Time on May 29, 2020. We encourage you to access the Annual Meeting prior to the start time. We will have technicians ready to assist you with any technical difficulties you may have accessing the live webcast. Technical support will be available on the meeting website starting approximately 10:15 a.m., Pacific Time and will remain available until the Annual Meeting has finished. The virtual meeting platform is fully supported across browsers (Internet Explorer, Firefox, Chrome, and Safari) and devices (desktops, laptops, tablets, and cell phones) running the most updated version of applicable software and plugins. Participants should ensure that they have a strong WiFi connection if they intend to participate in the Annual Meeting. Participants should also give themselves plenty of time to log in and ensure that they can hear audio prior to the start of the Annual Meeting. Please see “How to Participate in the Annual Meeting” below for additional details.

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If you have not voted, we ask that you do so as soon as possible by providing voting instructions through the Internet, by telephone, or by mail by following the instructions on the proxy card. These options require stockholders to input the Control Number, which is provided on the proxy card. If you authorize a proxy using the Internet, after visiting www.proxyvote.com and inputting your Control Number, you will be prompted to provide your voting instructions. Stockholders will have an opportunity to review their voting instructions and make any necessary changes before submitting their voting instructions and terminating their Internet link. Stockholders who authorize a proxy via the Internet, in addition to confirming their voting instructions prior to submission, will, upon request, receive an e-mail confirming their instructions.


HOW TO PARTICIPATE IN THE ANNUAL MEETING

Stockholders of record as of April 6, 2020 (the “Record Date”) can participate in the Annual Meeting virtually by logging in to www.virtualshareholdermeeting.com/TPVG2020 and following the instructions provided. We recommend that you log in at least ten minutes before the Annual Meeting to ensure you are logged in when the meeting starts. Only registered stockholders as of the Record Date may submit questions and vote at the Annual Meeting. You may still virtually participate in the Annual Meeting if you vote by proxy in advance of the Annual Meeting.

Please note that if you hold your shares through a bank, broker or other nominee (i.e., in street name), you may be able to authorize your proxy by telephone or the Internet, as well as by mail.  You should follow the instructions you receive from your bank, broker or other nominee to vote these shares. Also, if you hold your shares in street name, you must obtain a proxy executed in your favor from your bank, broker or nominee to be able to participate in and vote via the Annual Meeting webcast.


THE BOARD OF DIRECTORS, INCLUDING EACH OF THE INDEPENDENT DIRECTORS, UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” EACH OF THE PROPOSALS DESCRIBED IN THE PROXY STATEMENT

Thank you for your support.

Sincerely yours,
 
/s/ James P. Labe
James P. Labe
Chief Executive Officer and Chairman of the Board
/s/ Sajal K. Srivastava
Sajal K. Srivastava 
Member of the Board, Chief Investment Officer, President and Secretary



Important Notice Regarding the Availability of Proxy Materials for the
Reconvened Annual Meeting of Stockholders To Be Held on May 29, 2020.

This letter, our original Notice of the Annual Meeting, the Proxy Statement, and the 2019 Annual Report are available on the Internet at www.proxyvote.com. Further, these documents and any other materials that we file with the SEC can be obtained free of charge at the SEC’s website at www.sec.gov, or from our website at www.tpvg.com.


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