115386744v3
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 14A
(RULE 14a-101)
Information Required in Proxy Statement
Schedule 14A Information
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
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| ☐ | Definitive Proxy Statement |
| ☒ | Definitive Additional Material |
| ☐ | Soliciting Material under Rule 14a-12 |
Garrison Capital Inc.
(Name of Registrant as Specified in its Charter)
Not Applicable
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GARRISON CAPITAL INC.
1290 Avenue of the Americas, Suite 914
New York, New York 10104
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 24, 2020
Dear Stockholder:
We recently sent proxy materials concerning the 2020 Annual Meeting of Stockholders (the “Annual Meeting”) of Garrison Capital Inc. (the “Company”). Due to the Company’s ongoing exploration of strategic initiatives and the ongoing COVID-19 pandemic, the Company has determined it is in the best interests of its stockholders to postpone the Annual Meeting. Notice is hereby given to the stockholders of the Company that the date of the Annual Meeting has been changed to June 24, 2020, and the record date for determining stockholders entitled to receive notice of, and to vote at, the Annual Meeting has been changed to May 6, 2020.
The Annual Meeting will be held virtually on June 24, 2020 at 10:00 a.m., Eastern Time, at www.virtualshareholdermeeting.com/gars2020. At the Annual Meeting, stockholders of record as of May 6, 2020 will be asked to vote on two separate proposals. For more information on the proposals and board recommendations, please refer to the proxy materials.
We will furnish proxy materials to our stockholders of record as of May 6, 2020 on the Internet, rather than mailing printed copies of those materials to each stockholder. The Notice of Internet Availability of Proxy Materials will instruct stockholders of record as of May 6, 2020 as to how you may access and review the proxy materials and vote your proxy.
THE BOARD OF DIRECTORS, INCLUDING EACH OF THE INDEPENDENT DIRECTORS, UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR EACH OF THE PROPOSALS.
You have the right to receive notice of, and to vote at, the Annual Meeting if you were a stockholder of record at the close of business on May 6, 2020. If you are a stockholder of record as of such time, it is very important that your shares be represented at the Annual Meeting.
We appreciate your participation.
*** Exercise Your Right to Vote *** Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on June 24, 2020. Meeting Information GARRISON CAPITAL INC. Meeting Type: Annual Meeting For holders as of: May 6, 2020 Date: June 24, 2020 Time: 10:00 AM EDT Location: Meeting live via the Internet-please visit www.virtualshareholdermeeting.com/GARS2020. The company will be hosting the meeting live via the Internet this year. To attend the meeting via the Internet please visit www.virtualshareholdermeeting.com/GARS2020 and be sure to have the information that is printed in the box marked by the arrow XXXX XXXX XXXX XXXX (located on the following page). GARRISON CAPITAL INC. ATTN: CORPORATE SECRETARY 1290 AVENUE OF THE AMERICAS SUITE 914 NEW YORK, NY 10104 You are receiving this communication because you hold shares in the company named above. This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side). We encourage you to access and review all of the important information contained in the proxy materials before voting. D14032-P35025 See the reverse side of this notice to obtain proxy materials and voting instructions.
Before You Vote How to Access the Proxy Materials Proxy Materials Available to VIEW or RECEIVE: NOTICE AND PROXY STATEMENT FORM 10-K How to View Online: Have the information that is printed in the box marked by the arrow XXXX XXXX XXXX XXXX (located on the following page) and visit: www.proxyvote.com. How to Request and Receive a PAPER or E-MAIL Copy: If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request: 1) BY INTERNET: www.proxyvote.com 2) BY TELEPHONE: 1-800-579-1639 3) BY E-MAIL*: sendmaterial@proxyvote.com * If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow XXXX XXXX XXXX XXXX (located on the following page) in the subject line. Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before June 10, 2020 to facilitate timely delivery. How To Vote D14033-P35025 Please Choose One of the Following Voting Methods Vote By Internet: Before The Meeting: Go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow XXXX XXXX XXXX XXXX (located on the following page) available and follow the instructions. During The Meeting: Go to www.virtualshareholdermeeting.com/GARS2020. Have the information that is printed in the box marked by the arrow XXXX XXXX XXXX XXXX (located on the following page) available and follow the instructions. Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.
The Board of Directors recommends you vote FOR the following: 1. Election of Director Nominee: 1a. Matthew Westwood The Board of Directors recommends you vote FOR the following proposal: 2. Ratification of selection of RSM US LLP to serve as our independent registered public accounting firm for fiscal year ending December 31, 2020. NOTE: Such other business as may properly come before the meeting or any adjournment thereof. D14034-P35025 D14035-P35025
VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. During The Meeting - Go to www.virtualshareholdermeeting.com/GARS2020 You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. GARRISON CAPITAL INC. ATTN: CORPORATE SECRETARY 1290 AVENUE OF THE AMERICAS SUITE 914 NEW YORK, NY 10104 D14029-P35025 GARRISON CAPITAL INC. The Board of Directors recommends you vote FOR the following: 1. Election of Director For Against Abstain Nominee: ! ! ! 1a. Matthew Westwood The Board of Directors recommends you vote FOR the following proposal: For Against Abstain ! ! ! 2. Ratification of selection of RSM US LLP to serve as our independent registered public accounting firm for fiscal year ending December 31, 2020. NOTE: Such other business as may properly come before the meeting or any adjournment thereof. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and Form 10-K are available at www.proxyvote.com. D14030-P35025 GARRISON CAPITAL INC. Annual Meeting of Stockholders June 24, 2020 10:00 AM This proxy is solicited by the Board of Directors The stockholder(s) hereby appoint(s) Joseph Tansey and Brian Chase, or either of them, as proxies, each with the power to appoint his substitute, and hereby authorize(s) them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of common stock of GARRISON CAPITAL INC. that the stockholder(s) is/are entitled to vote at the Annual Meeting of Stockholders to be held virtually at www.virtualshareholdermeeting.com/GARS2020, and any adjournment or postponement thereof. This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors' recommendations. Continued and to be signed on reverse side