UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 8, 2019
Solar Capital Ltd.
(Exact name of registrant as specified in its charter)
| MARYLAND | 814-00754 | 26-1381340 | ||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 500 Park Avenue, New York, NY | 10022 | |||
| (Address of Principal Executive Offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: (212) 993-1670
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant toRule 14a-12 under the Exchange Act (17 CFR240.14a-12) |
| ☐ | Pre-commencement communications pursuant toRule 14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant toRule 13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common stock, par value $0.01 per share | SLRC | The NASDAQ Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule12b-2 of the Securities Exchange Act of 1934 (17 CFR§240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07. Submission of Matters to a Vote of Security Holders
Solar Capital Ltd. (the “Company”) held its Annual Meeting of Stockholders (the“Meeting”) on October 8, 2019 and submitted two matters to the vote of the stockholders. A summary of the matters voted upon by shareholders is set forth below.
1. Stockholders elected one director, who will serve for a three-year term to expire at the 2022 Annual Meeting of Stockholders based on the following votes:
Name | Votes For | Votes Withheld | Broker Non-Votes | |||||||||
David S. Wachter | 23,661,743 | 6,663,920 | — | |||||||||
2. Stockholders approved a proposal to authorize the Company to sell shares of its common stock at a price or prices below the Company’s then current net asset value per share in one or more offerings, in each case, subject to the approval of its Board of Directors and compliance with the conditions set forth in the proxy statement (including, without limitation, that the number of shares issued does not exceed 25% of the Company’s then outstanding common stock immediately prior to each such offering) based on the following votes:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||
With Affiliates | 21,596,772 | 8,412,233 | 316,658 | — | ||||||||||||
% of Voted | 71.22 | % | 27.74 | % | 1.04 | % | — | |||||||||
% of Outstanding | 51.10 | % | 19.91 | % | 0.75 | % | — | |||||||||
Without Affiliates | 13,221,309 | 3,804,333 | 316,658 | — | ||||||||||||
% of Voted | 76.24 | % | 21.94 | % | 1.83 | % | — | |||||||||
% of Outstanding | 45.16 | % | 12.99 | % | 1.08 | % | — | |||||||||
For purposes of this proposal, the affirmative vote of (1) a majority of the outstanding shares of common stock entitled to vote at the Meeting; and (2) a majority of the outstanding shares of common stock entitled to vote at the Meeting that are not held by affiliated persons of the Company was required to approve this proposal. For purposes of this proposal, the Investment Company Act of 1940, as amended, defines “a majority of the outstanding shares” as: (1) 67% or more of the voting securities present at the Meeting if the holders of more than 50% of the outstanding voting securities of the Company are present or represented by proxy; or (2) more than 50% of the outstanding voting securities of the Company, whichever is the less.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Solar Capital Ltd. | ||||||
| Date: October 11, 2019 | By: | /s/ Richard L. Peteka | ||||
Richard L. Peteka | ||||||
Secretary | ||||||