UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 4, 2019
OHA INVESTMENT CORPORATION
(Exact name of registrant as specified in its charter)
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| | Maryland | 814-00672 | 20-1371499 | |
| | (State or other jurisdiction of | (Commission | (I.R.S. Employer | |
| | incorporation) | File Number) | Identification No.) | |
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| 1114 Avenue of the Americas, 27th Fl. | |
| New York, New York | 10036 |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (212) 852-1900
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common Stock, Par Value $.001 per share | | OHAI | | Nasdaq Global Select Market |
Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 4, 2019, OHA Investment Corporation, a Maryland corporation (the “Company”), concluded its Annual Meeting of Stockholders (the “Annual Meeting”). As of April 15, 2019, the record date for the Annual Meeting, 20,172,392 shares of common stock were eligible to be voted. Of the shares eligible to be voted, 18,024,223 shares were voted in person or by proxy. All matters voted upon at the Annual Meeting were approved with the required votes. The matters that were voted upon at the Annual Meeting, and the number of votes cast for, against or withheld, as well as the number of abstentions and broker non-votes, as to each such matter, where applicable, are set forth below:
Proposal 1: Election of Directors
The Company’s stockholders elected two Class III directors to serve a three-year term expiring at the 2022 Annual Meeting of Stockholders or until their respective successors are duly elected and qualified. The voting results were as follows:
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| | | Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
| Stuart I. Oran | | 11,393,441 | | 1,194,526 | | 15,473 | | 5,420,783 |
| Glenn R. August | | 11,781,659 | | 804,105 | | 17,676 | | 5,420,783 |
Proposal 2: Ratification of Independent Registered Public Accounting Firm
The Company’s stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019. The voting results were as follows:
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| Votes For | | Votes Against | | Abstentions |
| 17,457,063 | | 471,213 | | 95,947 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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| | | OHA Investment Corporation | |
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| | | By: | /s/ Cory E. Gilbert | |
| | | | Cory E. Gilbert | |
| | | | Chief Financial Officer | |
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| Date: June 4, 2019 | | | |
