UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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 23, 2016 |
FS Energy and Power Fund
(Exact name of Registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation) | 814-00841 (Commission File Number) | 27-6822130 (I.R.S. Employer Identification No.) |
201 Rouse Boulevard Philadelphia, Pennsylvania (Address of principal executive offices) | 19112 (Zip Code) |
| Registrant’s telephone number, including area code:(215) 495-1150 |
None
(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. |
FS Energy and Power Fund (the “Company”) held its Annual Meeting of Shareholders (the “Annual Meeting”) on June 23, 2016. As of April 20, 2016, the record date for the determination of shareholders entitled to notice of, and to vote at, the Annual Meeting, 392,438,883 common shares of beneficial interest were eligible to be voted, and 176,831,646 of those shares were voted in person or by proxy at the Annual Meeting. Shareholders were asked to consider and act upon the following proposals, each of which was described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 29, 2016:
| · | Proposal No. 1 – the election of ten members of the board of trustees of the Company to serve until the 2017 annual meeting of shareholders and until their successors are duly elected and qualified; and | |
| · | Proposal No. 2 – the ratification of the appointment of RSM US LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2016. |
All trustee nominees listed in the Company’s 2016 proxy statement were elected by the Company’s shareholders at the Annual Meeting. The votes for, votes withheld and broker non-votes for each trustee nominee are set forth below:
| Trustee Nominee | Votes For | Votes Withheld | Broker Non-Votes |
| David J. Adelman | 70,777,369 | 2,958,576 | 103,095,701 |
| Sidney R. Brown | 70,801,354 | 2,934,591 | 103,095,701 |
| Gregory P. Chandler | 70,856,933 | 2,879,012 | 103,095,701 |
| Michael C. Forman | 70,805,204 | 2,930,741 | 103,095,701 |
| Richard I. Goldstein | 70,810,272 | 2,925,673 | 103,095,701 |
| Thomas J. Gravina | 70,788,207 | 2,947,738 | 103,095,701 |
| Michael Heller | 70,834,140 | 2,901,805 | 103,095,701 |
| Charles P. Pizzi | 70,705,445 | 3,030,500 | 103,095,701 |
| Richard W. Vague | 70,785,596 | 2,950,349 | 103,095,701 |
| R. Richard Williams | 70,657,917 | 3,078,028 | 103,095,701 |
The proposal to ratify the appointment of RSM US LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2016 was also approved by the Company’s shareholders at the Annual Meeting. The votes for, votes against, abstentions and broker non-votes are set forth below:
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
| 173,760,896 | 1,229,203 | 1,841,547 | — |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| FS Energy and Power Fund | ||
| Date: June 24, 2016 | By: | /s/ Stephen S. Sypherd |
| Stephen S. Sypherd | ||
| Vice President, Treasurer and Secretary | ||