American Capital, Ltd. (NASDAQ:ACAS) Files An 8-K Submission of Matters to a Vote of Security Holders
Item 5.07 Submission of Matters to a Vote of Security Holders.
2016 Annual Meeting of Stockholders (the Annual Meeting), at the
Hyatt Regency Bethesda, 7400 Wisconsin Avenue, Bethesda, Maryland
20814, at 9:00 a.m. (ET). The record date for the Annual Meeting
was October 17, 2016. As of the record date, a total of
approximately 216,052,838 shares of the Companys common stock were
entitled to vote at the Annual Meeting. There were 174,751,148
shares of the Companys common stock present in person or by proxy
at the Annual Meeting. Set forth below are the matters acted upon
by the Companys stockholders, and the final voting results of each
such proposal.
voted to adopt the Agreement and Plan of Merger, dated as of May
23, 2016 (the Merger Agreement), by and among Ares Capital
Corporation, Orion Acquisition Sub, Inc. (Acquisition Sub), the
Company, American Capital Asset Management, LLC (ACAM), Ivy Hill
Asset Management, L.P. (IHAM), Ivy Hill Asset Management GP, LLC
and, solely for purposes of certain provisions therein, Ares
Capital Management LLC, which provides for the merger of
Acquisition Sub with and into the Company (the Merger) and the
merger of ACAM with and into IHAM (together with the Merger, the
Mergers), and certain other transactions as contemplated therein.
The number of shares cast in favor and against, and the number of
abstentions and non-votes were as follows:
|
For
|
Against
|
Abstain
|
Non Votes
|
|
119,360,930
|
2,141,340
|
2,492,608
|
50,756,269
|
stockholders voted to approve, on an advisory, non-binding basis,
the payment of an estimated $62,330,277 in the aggregate, subject
to the occurrence of certain conditions regarding change of
control and termination, in golden parachute payments that will
or may become payable to the Companys named executive officers to
their employment and other arrangements with the Company and the
Merger Agreement, in connection with the completion of the
Mergers and certain other transactions as contemplated therein.
The number of shares cast in favor and against, and the number of
abstentions and non-votes were as follows:
|
For
|
Against
|
Abstain
|
Non Votes
|
|
90,166,741
|
30,633,042
|
3,195,096
|
50,756,269
|
Necessary or Appropriate. The Companys stockholders voted to
approve any adjournments of the Annual Meeting for the purpose of
soliciting additional proxies if there were not sufficient votes
at the time of the Annual Meeting to adopt the Merger Agreement.
In light of the voting results reported under proposal 1 above,
it was not necessary to adjourn the Annual Meeting. The number of
shares cast in favor and against, and the number of abstentions
and non-votes were as follows:
|
For
|
Against
|
Abstain
|
Non Votes
|
|
118,377,745
|
2,863,581
|
2,753,553
|
50,756,269
|
stockholders voted to elect ten directors to the Companys board
of directors, each to serve until the earlier of the expiration
of a one-year term or the completion of the transactions
contemplated by the Merger Agreement. The number of shares cast
in favor and against, and the number of abstentions and non-votes
were as follows:
|
Nominee
|
For
|
Against
|
Abstain
|
Non Votes
|
|
Mary C. Baskin
|
119,955,427
|
2,997,752
|
1,041,700
|
50,756,269
|
|
Neil M. Hahl
|
119,787,723
|
3,129,558
|
1,077,599
|
50,756,269
|
|
Philip R. Harper
|
119,646,657
|
3,268,178
|
1,080,044
|
50,756,269
|
|
Stan Lundine
|
119,616,320
|
3,296,183
|
1,082,376
|
50,756,269
|
|
Kristen L. Manos
|
120,112,656
|
2,828,167
|
1,054,056
|
50,756,269
|
|
Susan K. Nestegard
|
120,058,463
|
2,856,003
|
1,080,413
|
50,756,269
|
|
Kenneth D. Peterson, Jr.
|
119,961,337
|
2,939,213
|
1,094,329
|
50,756,269
|
|
Alvin N. Puryear
|
119,584,929
|
3,317,605
|
1,092,009
|
50,756,269
|
|
Malon Wilkus
|
119,487,611
|
3,466,578
|
1,040,690
|
50,756,269
|
|
David G. Richards
|
120,153,370
|
2,766,867
|
1,074,642
|
50,756,269
|
stockholders voted to ratify the appointment of Ernst Young LLP
to serve as the Companys independent public accountant for the
year ending December 31, 2016. The number of shares cast in favor
and against, and the number of abstentions and non-votes were as
follows:
|
For
|
Against
|
Abstain
|
|
171,240,776
|
2,689,975
|
820,397
|
the results of the Annual Meeting. A copy of the press release is
filed as Exhibit 99.1 to this Current Report on Form 8-K and is
incorporated by reference into this Item 8.01.
|
Exhibit No.
|
|
Description
|
|
|
|
|
|
99.1
|
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Press Release, dated December 15, 2016
|
About American Capital, Ltd. (NASDAQ:ACAS)
American Capital, Ltd. (American Capital) is a global asset manager and private equity firm. American Capital, both directly and through its asset management business, originates, underwrites and manages investments in middle market private equity, leveraged finance, real estate, energy and structured products. It primarily invests in senior and mezzanine debt and equity in buyouts of private companies sponsored by the Company (American Capital One Stop Buyouts) or sponsored by other private equity funds and provide capital directly to early-stage and mature private and small public companies (Sponsor Finance and Other Investments). It also invests in first and second lien floating rate loans to the United States-based companies (Senior Floating Rate Loans or SFRL) and structured finance investments (Structured Products), including collateralized loan obligation (CLO) securities and commercial mortgages, and commercial mortgage backed securities (CMBS). American Capital, Ltd. (NASDAQ:ACAS) Recent Trading Information
American Capital, Ltd. (NASDAQ:ACAS) closed its last trading session up +0.10 at 17.55 with 5,546,020 shares trading hands.