Item 5.07. Submission of Matters to a Vote of Security Holders
Solar Senior Capital Ltd. (the “Company”) held its Annual Meeting of Stockholders (the“Meeting”) on October 11, 2018 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 nominee for director, who will serve for a three-year term to expire at the 2021 Annual Meeting of Stockholders based on the following vote:
| | | | | | |
Name | | Votes For | | Votes Withheld | | Broker Non-Votes |
David S. Wachter | | 8,662,232 | | 953,388 | | — |
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 pertaining thereto (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 | | 8,320,705 | | 1,104,344 | | 190,571 | | — |
% of Voted | | 86.53% | | 11.48% | | 1.98% | | — |
% of Outstanding | | 51.87% | | 6.88% | | 1.19% | | — |
Without Affiliates | | 6,426,101 | | 1,104,344 | | 190,571 | | — |
% of Voted | | 83.23% | | 14.30% | | 2.47% | | — |
% of Outstanding | | 45.43% | | 7.81% | | 1.35% | | — |
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 (the “1940 Act”), 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 such company are present or represented by proxy; or (2) more than 50% of the outstanding voting securities of the Company, whichever is the less.
3. Stockholder approved a proposal to authorize the Company to immediately become subject to a minimum asset coverage ratio of at least 150% (the “Reduced Asset Coverage Ratio”), permitting the Company to double the amount of its debt incurrence effective October 12, 2018.
| | | | | | |
Votes For | | Votes Against | | Abstain | | Broker Non-Votes |
| 8,927,845 | | 493,210 | | 194,565 | | — |
The Company previously announced that its board of directors (the “Board”), including a “required majority” (as such term is defined in Section 57(o) of the 1940 Act), approved the Reduced Asset Coverage Ratio, which would have become effective August 2, 2019. However, as a result of the stockholder approval at the Meeting, effective October 12, 2018, the asset coverage ratio under the 1940 Act applicable to the Company will be decreased from 200% to 150%, permitting the Company to incur additional leverage.
