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: August 1, 2018
(Date of earliest event reported)
WhiteHorse Finance, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 814-00967 | 45-4247759 | ||
(State or other jurisdiction of incorporation)
| (Commission File Number)
| (IRS Employer Identification Number)
| ||
1450 Brickell Avenue, 31st Floor Miami, Florida | 33131 | |||
| (Address of principal executive offices) | (Zip Code) | |||
(305) 381-6999
(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. ¨
Item 5.07. Submission of Matters to a Vote of Security Holders.
On August 1, 2018, WhiteHorse Finance, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved three proposals. The issued and outstanding shares of stock of the Company entitled to vote at the Annual Meeting consisted of 20,531,948 shares of common stock outstanding on the record date, June 6, 2018. The final voting results from the Annual Meeting were as follows:
Proposal 1. To elect two Class III directors of the Company who will each serve until the 2021 annual meeting of stockholders or until his successor is duly elected and qualifies.
| Name | Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||
| John Bolduc | 7,383,663 | 1,026,762 | 632,894 | 5,609,111 | ||||
| Rick D. Puckett | 8,139,740 | 270,689 | 632,890 | 5,609,111 |
Proposal 2. To ratify the selection of Crowe LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018.
| Votes For | Votes Against | Abstentions | ||
| 13,800,652 | 137,698 | 714,080 |
Proposal 3. To approve of the Company immediately becoming subject to a minimum asset coverage ratio under the Small Business Credit Availability Act of at least 150%, permitting the Company to double its amount of debt incurrence earlier than the current effective date of May 3, 2019.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 6,540,646 | 1,532,036 | 970,637 | 5,609,111 |
Forward-Looking Statements
This Current Report on Form 8-K may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Statements other than statements of historical facts included in this Current Report on Form 8-K may constitute forward-looking statements and are not guarantees of future performance or results and involve a number of risks and uncertainties. Actual results may differ materially from those in the forward-looking statements as a result of a number of factors, including those described from time to time in filings with the Securities and Exchange Commission. The Company undertakes no duty to update any forward-looking statement made herein. All forward-looking statements speak only as of the date of this Current Report on Form 8-K.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: August 6, 2018 | WHITEHORSE FINANCE, INC. | ||
| By: | /s/ Edward J. Giordano | ||
| Edward J. Giordano | |||
| Interim Chief Financial Officer | |||