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): July 21, 2023
FS CREDIT OPPORTUNITIES CORP.
(Exact name of Registrant as specified in its charter)
| Maryland | 811-22802 | 46-1882356 | ||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
| 201 Rouse Boulevard Philadelphia, Pennsylvania | 19112 |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (215) 495-1150
None
(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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| N/A | N/A | N/A |
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.
FS Credit Opportunities Corp. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”) on July 21, 2023. As of May 17, 2023, the record date (the “Record Date”) for the determination of stockholders entitled to notice of, and to vote at, the Annual Meeting, 198,355,867 shares of the Company’s common stock (“common stock”) and 400,000 shares of the Company’s preferred stock (“preferred stock” and, together with the common stock, the “Shares”) were eligible to be voted in person or by proxy. Of the eligible Shares to be voted, 127,426,954 were voted in person or by proxy at the Annual Meeting.
Stockholders were asked to consider and act upon the following proposal, which was described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission (the “SEC”) on May 19, 2023:
| • | Proposal No. 1 – to elect the following individuals as Class I Directors, each of whom have been nominated for election for a three-year term expiring at the 2026 Annual Meeting of Stockholders: (a) Barbara J. Fouss, and (b) Walter W. Buckley (the “Director Election Proposal”). |
All director nominees listed in the Director Election Proposal were elected by the Company’s stockholders at the Annual Meeting. The votes for, votes against, votes withheld and broker non-votes for each director nominee are set forth below:
| Director Nominee | Votes For | Votes Against | Votes Withheld | Broker Non- Votes | ||||||||||||
| Barbara J. Fouss | 233,500 | 0 | 0 | 0 | ||||||||||||
| Walter W. Buckley, III | 116,859,845 | 8,647,270 | 2,153,339 | 0 | ||||||||||||
SIGNATURE
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.
| FS Credit Opportunities Corp. | ||
| Date: July 21, 2023 | By: | /s/ Stephen Sypherd |
| Stephen Sypherd | ||
| General Counsel | ||