September 16, 2020

Via E-Mail

Mr. Michael K. Hoffman, Esq.

Mr. Kenneth E. Burdon, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, NY 10036-6522
michael.hoffman@skadden.com
kenneth.burdon@skadden.com

Re: Prospect Capital Corporation
Reconsideration of Denial of Request to Omit Shareholder Proposal Submitted by Camilla Cane

Dear Messrs. Hoffman and Burdon:

This is in response to the letter you submitted on August 25, 2020, requesting reconsideration of the Staff’s decision to deny no action relief, pursuant to Rule 14a-8, to omit a shareholder proposal and supporting statement submitted by Camilla Cane from the proxy materials of Prospect Capital Corporation (the “Company”) for its 2020 annual meeting of stockholders.

On August 10, 2020, we issued our response expressing our informal view that the Company could not exclude the proposal from its proxy materials for its upcoming annual meeting in reliance on Rule 14a-8(e)(2). You now ask us to concur in your view that the proposal may be excluded under Rule 14a-8(i)(7) because the proposal relates to the Company’s ordinary business operations and Rule 14a-8(i)(3) because the proposal contains materially false and misleading statements. We are unable to concur in your view that the Company may exclude the Proposal from the Proxy Materials under Rule 14a-8(i)(7) and Rule 14a-8(i)(3). We are unable to conclude that the proposal relates to the Company’s ordinary business operations or contains materially false and misleading statements. Accordingly, we cannot assure the Company that we would not recommend enforcement action if the Company excludes the proposal from its Proxy Materials in reliance on Rule 14a-8(i)(7) and Rule 14a-8(i)(3).

Copies of all of the correspondence on which this response is based will be made available on the Commission website. Attached is a description of the informal procedures the Division follows in responding to shareholder proposals.

Attachment

cc: Camilla Cane (via email)