| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
FS KKR Capital Corp. II (the “Company”) held a Special Meeting of Stockholders (the “Special Meeting”) on May 21, 2021. As of February 22, 2021, the record date (the “Record Date”) for the determination of stockholders entitled to notice of, and to vote at, the Special Meeting, 169,903,166 shares of common stock were eligible to be voted in person or by proxy. Of the eligible shares of common stock to be voted, 91,198,237 were voted in person or by proxy at the Special Meeting.
Stockholders were asked to consider and act upon the following proposals, each of which was described in the Company’s joint proxy statement/prospectus filed with the Securities and Exchange Commission (the “SEC”) on March 1, 2021 (the “Proxy Statement”):
| | • | | Proposal No. 1 – to approve the merger of the Company and Rocky Merger Sub, Inc. (“Merger Sub”), a wholly owned subsidiary of FS KKR Capital Corp. (“FSK”), pursuant to the Agreement and Plan of Merger, dated as of November 23, 2020 (the “Merger Agreement”), by and among FSK, the Company, Merger Sub and FS/KKR Advisor, LLC (the “Advisor”) and the other transactions contemplated by the Merger Agreement (the “FSKR Merger Proposal”). |
The FSKR Merger Proposal was approved by the Company’s stockholders at the Special Meeting. The votes for, votes against and abstentions are set forth below:
| | | | | | |
Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
| 85,392,877 | | 2,186,327 | | 3,619,034 | | — |
| Item 7.01 | Regulation FD Disclosure. |
On May 24, 2021, the Advisor issued a press release announcing, among other things, the voting results at the Special Meeting. The press release is furnished herewith as Exhibit 99.1.
The information in Item 7.01 and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Forward-Looking Statements
Statements included herein may constitute “forward-looking” statements as that term is defined in Section 27A of the Securities Act, and Section 21E of the Exchange Act, as amended by the Private Securities Litigation Reform Act of 1995, including statements with regard to future events or the future performance or operations of the Company and FSK (together with the Company, the “Funds”). Words such as “believes,” “expects,” “projects,” and “future” or similar expressions are intended to identify forward-looking statements. These forward-looking statements are subject to the inherent uncertainties in predicting future results and conditions. Certain factors could cause actual results to differ materially from those projected in these forward-looking statements. Factors that could cause actual results to differ materially include changes in the economy, risks associated with possible disruption to a Fund’s operations or the economy generally due to terrorism, natural disasters or pandemics such as COVID-19, future changes in laws or regulations and conditions in a Fund’s operating area, failure to consummate the business combination transaction involving the Funds, the price at which shares of FSK’s and FSKR’s common stock trade on the New York Stock Exchange, uncertainties as to the timing of the consummation of the business combination transaction involving the Funds, unexpected costs, charges or expenses
