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): August 28, 2019 (August 28, 2019)
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.) |
65 East 55th Street
15th Floor
New York, New York
10022
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code:(212)257-5199
Former name or former address, if changed since last report
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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule12b-2 of the Securities Exchange Act of 1934 (17 CFR§240.12b-2).
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 | ||
Common Stock, par value $0.001 per share | CMFN | The NASDAQ Global Select Market | ||
6.125% Notes due 2023
| CMFNL
| The NASDAQ Global Select Market
|
Item 5.07. Submission of Matters to a Vote of Security Holders.
CM Finance Inc (the “Company”) held a special meeting of its stockholders (the “Special Meeting”) on August 28, 2019. There were 13,619,690 shares of the Company’s common stock outstanding and entitled to vote on the record date for the Special Meeting, and 9,059,287 shares of the Company’s common stock were represented in person or by proxy at the Special Meeting, which number constituted a quorum. The Company’s stockholders were asked to consider and act upon the following proposals, each of which was described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on July 12, 2019:
Proposal 1: New Advisory Agreement Proposal
The Company’s stockholders voted to approve the new investment advisory agreement (the “New Advisory Agreement”) between the Company and CM Investment Partners LLC (the “Adviser”), in connection with the acquisition by Investcorp Credit Management US LLC (“Investcorp”) of an approximate 76% ownership interest in the Adviser. The following votes were taken in connection with this proposal:
| For | Against | Abstain | ||||
| 8,907,187 | 72,948 | 79,152 |
Proposal 2: Adjournment Proposal
The Company’s stockholders voted to approve the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there were insufficient votes to approve Proposal 1. The following votes were taken in connection with this proposal:
| For | Against | Abstain | ||||
| 8,896,577 | 94,237 | 68,470 |
2
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: August 28, 2019 | CM FINANCE INC | |||||
| By: | /s/ Rocco DelGuercio | |||||
| Name: Rocco DelGuercio | ||||||
| Title: Chief Financial Officer | ||||||
3