Fifth Street Finance Corp. (NASDAQ:FSC) Files An 8-K Submission of Matters to a Vote of Security HoldersItem 5.07. Submission of Matters to a Vote of Security Holders
On September 7, 2017, Fifth Street Finance Corp. (the “Company”) held a special meeting of stockholders (the “Special Meeting”). Set forth below are the two proposals voted upon by the Company’s stockholders at the Special Meeting, as set forth in the Company’s Definitive Proxy Statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on July 25, 2017, together with the voting results for each proposal. As of July 14, 2017, the record date for the Special Meeting, 140,960,651 shares of the Company’s common stock were outstanding and entitled to vote.
Proposal 1. The Company’s stockholders approved an investment advisory agreement by and between the Company and Oaktree Capital Management, L.P., a Delaware limited partnership (“Oaktree”), to take effect upon the closing of the transactions (the “Transaction”) contemplated by the asset purchase agreement, dated as of July 13, 2017, by and among Oaktree and Fifth Street Management LLC, a Delaware limited liability company, and, for certain limited purposes, Fifth Street Asset Management Inc., a Delaware corporation, and Fifth Street Holdings L.P., a Delaware limited partnership, to which Oaktree would replace Fifth Street Management LLC as the Company’s investment adviser, as set forth below:
| Votes For | Votes Against | Abstain |
| 83,973,655 | 608,255 | 524,519 |
Proposal 2. Contingent upon the closing of the Transaction, the Company’s stockholders elected the following five nominees to serve on the Board of Directors of the Company, each of whom will serve commencing on the closing of the Transaction and until the annual meeting of stockholders set forth below, or until his successor is duly elected and qualified: John B. Frank, Marc H. Gamsin, Craig Jacobson, Richard G. Ruben and Bruce Zimmerman. The tabulation of votes was:
| Name | Votes For | Withheld |
|
John B. Frank (term expires at the 2020 annual meeting) |
83,734,668 | 1,371,765 |
|
Marc H. Gamsin (term expires at the 2018 annual meeting) |
83,721,491 | 1,384,941 |
|
Craig Jacobson (term expires at the 2018 annual meeting) |
83,199,836 | 1,906,597 |
|
Richard G. Ruben (term expires at the 2019 annual meeting) |
83,721,023 | 1,385,410 |
|
Bruce Zimmerman (term expires at the 2020 annual meeting) |
83,724,616 | 1,381,817 |
About Fifth Street Finance Corp. (NASDAQ:FSC)
Fifth Street Finance Corp. is a specialty finance company. The Company is a closed-end, non-diversified management investment company. The Company acts as a business development company (BDC). The Company’s investment objective is to maximize its portfolio’s total return by generating current income from its debt investments, and capital appreciation from its equity investments. The Company lends to and invests in small and mid-sized companies, primarily in connection with investments by private equity sponsors. The Company seeks to invest in companies in connection with private equity sponsors. The Company invests in sectors, such as healthcare services; Internet software and services; multi-sector holdings; advertising; airlines, and construction and engineering. Fifth Street Management LLC is the Company’s investment advisor. Fifth Street Finance Corp. (NASDAQ:FSC) Recent Trading Information
Fifth Street Finance Corp. (NASDAQ:FSC) closed its last trading session 00.00 at 5.54 with 714,312 shares trading hands.
