Fifth Street Senior Floating Rate Corp. (NASDAQ:FSFR) 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 Senior Floating Rate 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, 29,466,768 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 will replace Fifth Street Management LLC as the Company’s investment adviser, as set forth below:
| Votes For | Votes Against | Abstain |
| 16,552,849 | 99,663 | 91,618 |
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) |
16,556,081 | 188,050 |
|
Marc H. Gamsin (term expires at the 2018 annual meeting) |
16,556,744 | 187,387 |
|
Craig Jacobson (term expires at the 2018 annual meeting) |
16,545,875 | 198,256 |
|
Richard . Ruben (term expires at the 2019 annual meeting) |
16,555,208 | 188,923 |
|
Bruce Zimmerman (term expires at the 2020 annual meeting) |
16,556,789 | 187,342 |
About Fifth Street Senior Floating Rate Corp. (NASDAQ:FSFR)
Fifth Street Senior Floating Rate Corp. is a closed-end, non-diversified management investment company. The Company operates as a specialty finance company. The Company’s investment objective is to maximize its portfolio’s total return by generating current income from its debt investments while seeking to preserve its capital. The Company invests in portfolio companies primarily in the form of senior loans. The Company invests in senior secured loans, including first lien, unitranche and second lien debt instruments. The Company may also invest in unsecured loans, including subordinated loans, issued by private middle market companies, and senior and subordinated loans issued by public companies and equity investments. The senior loans that the Company targets have final maturities of 4 to 7 years. The Company seeks to invest in senior loans made primarily to private middle market companies. Fifth Street Management LLC is the investment advisor of the Company. Fifth Street Senior Floating Rate Corp. (NASDAQ:FSFR) Recent Trading Information
Fifth Street Senior Floating Rate Corp. (NASDAQ:FSFR) closed its last trading session down -0.04 at 8.81 with 34,913 shares trading hands.
