AG Twin Brook BDC 8-K Submission of Matters to a Vote of Security Holders

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

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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 14, 2021 (May 12, 2021)

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AG Twin Brook BDC, Inc.

(Exact name of Registrant as Specified in Its Charter)

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DELAWARE	814-01259	83-4184014
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

245 Park Avenue, 26^th Floor

New York, NY 10167

(Address of Principal Executive Offices, Zip Code)

 

(212) 692-2000

(Registrant’s telephone number, including area code)

 N/A

(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 (17 CFR §230.405) or Rule 12b-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
N/A	N/A	N/A

Item 5.07.  Submission of Matters to a Vote of Security Holders.

On May 11, 2021, AG Twin Brook BDC, Inc. (the “Company”) held its 2021 Annual Meeting of Stockholders (the “Annual Meeting”).  At the Annual Meeting, stockholders considered two proposals as described in the Company’s proxy statement filed on March 29, 2021.  As of the record date, March 15, 2021, there were 4,482,000 shares of issued and outstanding common stock entitled to vote at the Annual Meeting.  The final voting results on the matter submitted to stockholders at the Annual Meeting are set forth below.

Proposal 1

By the vote shown below, the stockholders elected James N. Hallene and Trevor Clark as Class II Directors, each of whom will serve for a three-year term expiring at the Company’s 2024 annual meeting of the stockholders or until his successor is duly elected and qualified.  The election of Messrs. Hallene and Clark required the affirmative vote of a majority of the votes cast by all stockholders present, electronically via the webcast or by proxy, at the Annual Meeting.

Director	Votes For	Votes Withheld	Broker Non-Votes
James N. Hallene	1,452,500	2,386,250	-0-
Trevor Clark	1,452,500	2,386,250	-0-

Proposal 2

By the vote shown below, the stockholders ratified the selection of PricewaterhouseCoopers LLP (“PwC”) as the Company’s registered public accounting firm for the fiscal year ending December 31, 2021. The ratification of PwC required the affirmative vote of a majority of the votes cast by all stockholders present, electronically via the webcast or by proxy, at the Annual Meeting.

Votes For	Votes Against	Abstentions	Broker Non-Votes
1,452,500	-0-	2,386,250	-0-

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, AG Twin Brook BDC, Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

AG TWIN BROOK BDC, INC.

Date: May 14, 2021

By: /s/ Christopher D. Moore

Name: Christopher D. Moore

Title: General Counsel and Secretary