UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM8-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): December 16, 2016 (December 15, 2016)
CM Finance Inc
(Exact name of registrant as specified in its charter)
| Maryland | 814-01054 | 46-2883380 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
601 Lexington Avenue, 26th Floor
New York, NY 10022
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code: (212)257-5199
Check the appropriate box below if the Form8-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 Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
CM Finance Inc’s (the“Company”) 2016 Annual Meeting of Stockholders (the“Annual Meeting”) was initially called to order on November 3, 2016 and was adjourned in order to permit additional time to solicit stockholder votes with respect to Proposal No. 2. The Annual Meeting was reconvened on November 9, 2016 and December 15, 2016.
At the Annual Meeting, the Company submitted two proposals to the vote of Stockholders, which are described in detail in the Company’s proxy statement dated September 16, 2016. The Company’s stockholders previously approved Proposal 1 on November 3, 2016. As of September 8, 2016, the record date for the Annual Meeting, 13,680,910 shares of common stock were eligible to be voted. Of the shares eligible to be voted, 10,603,460 shares were voted in person or by proxy in connection with Proposal 2. At the reconvened Annual Meeting held on December 15, 2016, Proposal 2 was approved as follows:
Proposal 2: Approval of Proposal to Authorize the Company to Issue Shares Below NAV
The Company’s stockholders approved a proposal to authorize the Company, with Board approval, to sell or otherwise issue up to 25% of the Company’s outstanding common stock at an offering price that is below the Company’s then current NAV per share. The voting results were as follows:
| Votes For | Votes Against | Abstentions | ||||||||||
All Stockholders | 7,504,683 | 2,728,866 | 369,912 | |||||||||
All Stockholders excluding Affiliates* | 6,465,383 | 2,728,866 | 369,912 | |||||||||
| * | Of the 13,680,910 shares of the Company’s common stock eligible to vote as of the record date for the Annual Meeting, 12,641,610 shares of the Company’s common stock were held by persons or entities not affiliated with the Company. This motion received the affirmative vote of (i) the holders of a majority of the outstanding shares of common stock entitled to vote at this meeting; and (ii) the holders of a majority of the outstanding shares of common stock entitled to vote at this meeting that are not held by affiliated persons of the Company. For purposes of this proposal, the Investment Company Act of 1940, as amended, defines “a majority of the outstanding shares” as: (i) 67% or more of the voting securities present at this meeting if the holders of more than 50% of the outstanding voting securities of the Company are present or represented by proxy; or (ii) 50% of the outstanding voting securities of the Company, whichever is less. |
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: December 16, 2016 | CM Finance Inc | |||||||
| By: | /s/ Rocco DelGuercio | |||||||
| Rocco DelGuercio | ||||||||
| Chief Financial Officer | ||||||||