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): May 24, 2019(May 23, 2019)
CĪON Investment Corporation
(Exact Name of Registrant as Specified in Charter)
Maryland (State or Other Jurisdiction of Incorporation) | 000-54755 (Commission File Number) | 45-3058280 (IRS Employer Identification No.) |
3 Park Avenue, 36th Floor
New York, New York 10016
(Address of Principal Executive Offices)
(212) 418-4700
(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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | | Trading symbol(s) | | Name of each exchange on which registered |
| None | | Not applicable | | Not applicable |
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
CĪON Investment Corporation (“CĪON”) held its Annual Meeting of Shareholders (the “Annual Meeting”) on May 23, 2019. As of April 1, 2019, the record date for the determination of shareholders entitled to notice of, and to vote at, the Annual Meeting, 113,401,873 shares of common stock were eligible to be voted, and 39,531,258 of those shares were voted in person or by proxy at the Annual Meeting. Shareholders were asked to consider and act upon:
| · | Proposal No. 1 – the election of two members of the board of directors of CĪON to serve until the 2022 annual meeting of shareholders or until their successors are duly elected and qualified; and |
| · | Proposal No. 2 – the ratification of the selection of RSM US LLP to serve as CĪON’s independent registered public accounting firm for the fiscal year ending December 31, 2019. |
The director nominees listed in CĪON’s 2019 proxy statement were elected by CĪON’s shareholders at the Annual Meeting. The votes for, votes withheld and broker non-votes for the director nominees are set forth below:
| Director Nominee | Votes For | Votes Withheld | Broker Non-Votes |
| Peter I. Finlay | 17,530,755 | 837,094 | 21,163,409 |
| Earl V. Hedin | 17,523,794 | 844,055 | 21,163,409 |
The proposal to ratify the selection of RSM US LLP to serve as CĪON’s independent registered public accounting firm for the fiscal year ending December 31, 2019 was also approved by CĪON’s shareholders at the Annual Meeting. The votes for, votes against, abstentions and broker non-votes are set forth below:
| Votes For | 38,575,548 |
| Votes Against | 260,175 |
| Abstentions | 695,535 |
| Broker Non-Votes | 0 |
SIGNATURES
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.
| | CĪON Investment Corporation | |
| | | | |
| | | | |
| Date: May 24, 2019 | By: | /s/ Michael A. Reisner | |
| | | Michael A. Reisner | |
| | | Co-Chief Executive Officer | |
