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 13, 2014 (May 8, 2014)
CAPITALA FINANCE CORP.
(Exact name of registrant as specified in its charter)
| Maryland | | 814-01022 | | 90-0945675 |
| (State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
4201 Congress St., Suite 360
Charlotte, NC 28209
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code:(704) 376-5502
Check the appropriate box below if the Form 8-K 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)) |
| Item 2.02. | Results of Operations and Financial Condition |
On May 12, 2014, Capitala Finance Corp. (the“Company”) issued a press release announcing its financial results for the quarter ended March 31, 2014, the text of which is attached hereto as Exhibit 99.1.
The information disclosed under this Item 7.01, including Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 and shall not be deemed incorporated by reference into any filing made under the Securities Act of 1933, except as expressly set forth by specific reference in such filing.
| Item 5.07. | Submission of Matters to a Vote of Security Holders |
The Company held its Annual Meeting of Shareholders on May 8, 2014 and submitted two matters to the vote of the shareholders. A summary of the matters voted upon by shareholders is set forth below.
1. Shareholders elected one nominee for director who will serve for a three-year term to expire at the 2017 Annual Meeting of Shareholders based on the following votes:
| Name | | Votes For | | | Votes Withheld | | | Broker Non-Votes | |
| | | | | | | | | | | | | |
| R. Charles Moyer | | | 6,325,529 | | | | 39,415 | | | | 2,303,435 | |
2. Shareholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2014 based on the following votes:
| Votes For | | | Votes Against | | | Abstentions | | | Broker Non-Votes | |
| | | | | | | | | | | | | | | |
| | 8,662,943 | | | | 2,700 | | | | 2,736 | | | | — | |
| Item 9.01 | Financial Statements and Exhibits. |
| | Exhibit No. | | Description |
| | | | |
| | 99.1 | | Press release dated May 12, 2014 |
SIGNATURES
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.
| Date: | May 13, 2014 | CAPITALA FINANCE CORP. | |
| | | | | |
| | | | | |
| | | By: | /s/ Stephen A. Arnall | |
| | | | Stephen A. Arnall | |
| | | | Chief Financial Officer | |
