UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-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):June 17, 2016
Business Development Corporation of America
(Exact Name of Registrant as Specified in Its Charter)
| Maryland | 814-00821 | 27-2614444 |
(State or Other Jurisdiction of
Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
405 Park Avenue, 14th Floor
New York, New York 10022
(Address, Including Zip Code, of Principal Executive Offices)
(212) 415-6500
(Registrant’s Telephone Number, Including Area Code)
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:
| ¨ | 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)) |
Item 5.07. Submission of Matters to a Vote of Security Holders.
Business Development Corporation of America’s (the “Company”) 2016 annual meeting of stockholders (the “Annual Meeting”) was initially called to order on June 9, 2016 and was adjourned for lack of quorum. The Annual Meeting was reconvened on June 14, 2016 and June 17, 2016. At the reconvened Annual Meeting, there were present, in person or by proxy, stockholders holding an aggregate of 89,395,133 shares of the Company’s common stock, out of a total number of 178,463,821 shares of the Company’s common stock issued and outstanding and entitled to vote at the reconvened Annual Meeting. Below is a description of the matters voted on at the reconvened Annual Meeting on June 17, 2016 and the final results of such voting.
Proposal 1: Election of Directors
The following individuals, constituting all of the nominees named in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 29, 2016 (the “Proxy Statement”), were elected as directors to serve until the 2017 Annual Meeting and until their successors have been duly elected and qualified. The following votes were taken in connection with this proposal:
| Nominee | Votes For | Votes Against | Abstain |
| Peter M. Budko | 83,219,162 | 2,755,123 | 3,420,848 |
| Edward M. Weil, Jr. | 82,148,088 | 3,751,981 | 3,495,064 |
| Leslie D. Michelson | 82,995,916 | 2,978,274 | 3,420,943 |
| Randolph C. Read | 82,984,818 | 2,885,204 | 3,525,111 |
| Edward G. Rendell | 82,129,984 | 3,768,646 | 3,496,503 |
Other Proposals
At the reconvened Annual Meeting, stockholders were asked to consider and act upon the following other proposals, each of which received the requisite number of votes to pass:
| · | Proposal No. 2: To ratify the selection of KPMG LLP as the Company’s independent registered public accounting firm, as described in the Proxy Statement. |
| · | Proposal No. 3: To approve a third amended and restated investment advisory agreement between the Company and its investment adviser, relating to the implementation of the previously approved hurdle amendment, as described in the Proxy Statement. |
For each of the other proposals that were approved by the Company’s stockholders at the reconvened Annual Meeting, the votes for, votes against, abstentions and broker non-votes are set forth below:
| Proposal | Votes For | Votes Against | Abstain |
| Proposal No. 2 | 84,802,970 | 1,697,542 | 2,894,621 |
| Proposal No. 3 | 75,649,122 | 9,139,753 | 4,606,258 |
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.
| | BUSINESS DEVELOPMENT CORPORATION OF AMERICA |
| | | |
| | | |
| Date: June 17, 2016 | By: | /s/ Peter M. Budko |
| | | Name: | Peter M. Budko |
| | | Title: | Chief Executive Officer and Chairman of the Board of Directors |
