FS Investment Corporation (NYSE:FSIC) 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.
FS Investment Corporation (the Company) held its Annual Meeting
of Stockholders (the Annual Meeting) on June 14, 2017. As of
April 20, 2017, the record date for the determination of
stockholders entitled to notice of, and to vote at, the Annual
Meeting, 245,153,010 shares of common stock were eligible to be
voted in person or by proxy. Of the eligible shares of common
stock to be voted, 104,014,011 were voted in person or by proxy
at the Annual Meeting. Stockholders were asked to consider and
act upon the following proposals, each of which was described in
the Companys definitive proxy statement filed with the Securities
and Exchange Commission (the SEC) on April 28, 2017 (the Proxy
Statement):
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Proposal No. 1 the election of four Class A members of the board of directors of the Company to serve for a term of three years and until their successors are duly elected and qualified (the Director Proposal); and |
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Proposal No. 2 to authorize flexibility for the Company, with the approval of the Companys board of directors, to offer and sell shares of the Companys common stock during the 12 months following stockholder approval, at a price below the then-current net asset value per share, subject to certain limitations described in the Proxy Statement (the Share Issuance Proposal). |
All director nominees listed in the Director Proposal were
elected by the Companys stockholders at the Annual Meeting.The
votes for, votes withheld and broker non-votes for each director
nominee are set forth below:
| Director Nominee | Votes For | Votes Withheld | Broker Non-Votes |
| Michael J. Hagan | 82,183,216 | 21,830,795 | |
| Jeffrey K. Harrow | 81,889,924 | 22,124,087 | |
| Pedro Ramos | 81,941,230 | 22,072,781 | |
| Joseph P. Ujobai | 100,168,801 | 3,845,210 |
On June 14, 2017, the Company adjourned the Annual Meeting with
respect to the Share Issuance Proposal to permit additional time
to solicit stockholder votes for such proposal. The reconvened
meeting (the Reconvened Meeting) will be held on July 12, 2017 at
11:00 a.m., Eastern Time, at 201 Rouse Boulevard, Philadelphia,
Pennsylvania 19112. Valid proxies submitted prior to the Annual
Meeting will continue to be valid for the Reconvened Meeting,
unless properly changed or revoked prior to votes being taken at
the Reconvened Meeting. The record date of April 20, 2017 will
remain the same for the Reconvened Meeting.
About FS Investment Corporation (NYSE:FSIC)
FS Investment Corporation is an externally managed, non-diversified, closed-end management investment company. The Company’s investment objectives are to generate current income and long-term capital appreciation. Its portfolio consists primarily of investments in senior secured loans and second lien secured loans of the private United States middle market companies and subordinated loans of the private United States companies. The Company may purchase interests in loans or make other debt investments, including investments in senior secured bonds, through secondary market transactions in the over-the-counter market or directly from target companies as primary market or directly originated investments. The Company invests in a range of industries, including capital goods, consumer services, consumer durables and apparel, energy software and services, materials, commercial and professional services, and diversified financials.