U.S. 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): September 15, 2010.
American Capital, Ltd.
(Exact name of registrant as specified in its charter)
American Capital, Ltd.
(Exact name of registrant as specified in its charter)
| | | |
DELAWARE | 814-00149 | 52-1451377 |
(State or other jurisdiction
of incorporation) | (Commission
File Number) | (I.R.S. Employer
Identification No.) |
2 Bethesda Metro Center, 14th Floor Bethesda, MD 20814
(Address of principal executive offices, zip code)
Registrant's telephone number, including area code:(301) 951-6122
American Capital, Ltd.
(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
[ ] Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
Item 5.07. Submission of Matters to a Vote of Security Holders.
On September 15, 2010, American Capital, Ltd. (the "Company") held its 2010 Annual Meeting of Stockholders (the "Annual Meeting") at the Renaissance Washington, DC Downtown Hotel, 999 Ninth Street, NW, Washington, DC 20001. The record date for the Annual Meeting was July 22, 2010. As of the record date, a total of 350,276,962 shares of the Company's common stock were entitled to vote at the Annual Meeting. There were 316,415,087 shares present in person or by proxy at the Annual Meeting. Set forth below are the matters acted upon by the stockholders, and the final voting results of each such proposal.
- Election of Directors. The Company's stockholders voted to elect eight (8) nominees for director to hold office until the next annual meeting of stockholders to be held in 2011.
Nominee | For | Against | Abstain | Broker Non Votes |
Mary C. Baskin | 169,469,673 | 31,108,203 | 1,845,405 | 113,991,807 |
Neil M. Hahl | 169,475,519 | 31,326,913 | 1,620,848 | 113,991,807 |
Philip R. Harper | 151,987,326 | 48,619,988 | 1,815,966 | 113,991,807 |
John A. Koskinen | 168,964,817 | 31,805,718 | 1,652,746 | 113,991,807 |
Stan Lundine | 151,684,439 | 49,049,980 | 1,688,861 | 113,991,807 |
Kenneth D. Petersen | 168,907,442 | 31,759,576 | 1,756,262 | 113,991,807 |
Alvin N. Puryear | 152,051,947 | 48,785,990 | 1,585,343 | 113,991,807 |
Malon Wilkus | 171,016,146 | 29,877,954 | 1,529,181 | 113,991,801 |
- 2010 Disinterested Director Stock Option Plan. The Company's stockholders approved the 2010 Disinterested Director Stock Option Plan for the Company's non-employee directors.
For | Against | Abstain | Broker Non Votes |
143,822,264 | 56,929,287 | 1,671,729 | 113,991,807 |
- Convertible Securities Proposal. The Company's stockholders approved the ability of the Company to issue shares of preferred stock or debt securities convertible into a limited number of shares of the Company's common stock.
For | Against | Abstain | Broker Non Votes |
133,370,909 | 67,689,252 | 1,361,368 | 113,993,557 |
- Ratification of appointment of Ernst & Young LLP as independent public accountants for the year ending December 31, 2010. The Company's stockholders ratified the motion.
For | Against | Abstain |
309,866,182 | 4,973,222 | 1,575,682 |
SIGNATURE
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.
| | | AMERICAN CAPITAL, LTD. |
Dated: September 20, 2010 | | | By: /s/ Samuel A. Flax |
| | | Samuel A. Flax |
| | | Executive Vice President, General Counsel |
| | | and Secretary |
