Garrison Capital Inc. (NASDAQ:GARS) Files An 8-K Results of Operations and Financial Condition
Item 2.02. Results of Operations and Financial Condition.
On March 7, 2017, Garrison Capital Inc. (the Company) issued a
press release announcing its financial results for the fourth
fiscal quarter and year ended December 31, 2016. A copy of this
press release is attached hereto as Exhibit 99.1.
The information in Item 2.02 of this Current Report on Form 8-K,
including Exhibit 99.1 furnished herewith, is being furnished and
shall not be deemed filed for any purpose of Section 18 of the
Securities Exchange Act of 1934, as amended (the Exchange Act),
or otherwise subject to the liabilities of such Section. The
information in this Current Report on Form 8-K shall not be
deemed to be incorporated by reference into any filing under the
Securities Act of 1933, as amended, or the Exchange Act, except
as shall be expressly set forth by specific reference in such
filing.
Forward-Looking Statements
This Current Report on Form 8-K, including Exhibit 99.1 furnished
herewith, may contain forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995.
Statements other than statements of historical facts included in
this Current Report on Form 8-K may constitute forward-looking
statements and are not guarantees of future performance or
results and involve a number of risks and uncertainties. Actual
results may differ materially from those in the forward-looking
statements as a result of a number of factors, including those
described from time to time in filings with the Securities and
Exchange Commission. The Company undertakes no duty to update any
forward-looking statement made herein. All forward-looking
statements speak only as of the date of this Current Report on
Form 8-K.
Item 5.02. Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
to the Certificate of Incorporation (the Certificate of
Incorporation) of the Company, the members of the Companys board
of directors (the Board of Directors) are elected to serve
staggered terms and are divided into three classes, with each
class being as nearly equal in number as possible, and with the
term of office of one class of members of the Board of Directors
expiring at each annual meeting of the Companys stockholders.
Following the previously disclosed death of Bruce Shewmaker and
resignation of Rafael Astruc, each a Class II director, the Board
of Directors consisted of two (2) Class I directors, zero (0)
Class II directors and three (3) Class III directors.
In order to ensure that the Board of Directors consists of three
classes divided as evenly as possible, effective March 1, 2017,
Matthew Westwood resigned from his position as a Class III
director and immediately thereafter was appointed as a Class II
director by the remaining members of the Board of Directors in
accordance with the Certificate of Incorporation and the Second
Amended and Restated Bylaws (the Bylaws) of the Company. Mr.
Westwoods resignation and reappointment were effected solely to
reclassify the Board of Directors in order to have three classes
divided as evenly as possible. For all other purposes, Mr.
Westwoods service on the Board of Directors is deemed to have
continued uninterrupted since 2011, when he first joined the
Board of Directors. Mr. Westwood has been nominated to stand for
election as a Class II director at the annual meeting of the
Companys stockholders to be held in May 2017.
Mr. Westwood is not an interested person of the Company within
the meaning of the Investment Company Act of 1940, as amended,
and is independent as determined by the Board of Directors,
consistent with the rules of the NASDAQ Global Select Market. Mr.
Westwood was reappointed to and continues to serve on the
Companys Audit Committee, Nominating and Corporate Governance
Committee, Valuation Committee and Compensation Committee. There
is no arrangement or understanding between Mr. Westwood and any
other person to which Mr. Westwood was appointed to serve as a
member of the Board of Directors. There are no transactions
involving Mr. Westwood requiring disclosure under Item 404(a) of
Regulation S-K.
Subsequent to Mr. Westwoods resignation and reappointment, the
Board of Directors approved a decrease in the size of the Board
of Directors from seven (7) directors to five (5) directors in
accordance with the Certificate of Incorporation and the Bylaws.
Item 9.01. Financial Statements and Exhibits.
(d) |
Exhibits. |
99.1 |
Press release of Garrison Capital Inc., dated as of March |
About Garrison Capital Inc. (NASDAQ:GARS)
Garrison Capital Inc. is a managed, closed-end, non-diversified management investment company. The Company’s investment objective is to generate current income and capital appreciation by making investments primarily in debt securities and loans of the United States-based middle-market companies, which it defines as those having annual earnings before interest, taxes and depreciation, or EBITDA, of certain amount. It invests or provides direct lending in first lien senior secured loans, second lien senior secured loans, one-stop senior secured loans or unitranche loans, subordinated or mezzanine loans, unsecured consumer loans and to a lesser extent, selected equity co-investments in middle-market companies. The Company intends to generate risk-adjusted net returns by assembling a portfolio of investments. The Company’s investment advisor is Garrison Capital Advisers LLC. Garrison Capital Inc. (NASDAQ:GARS) Recent Trading Information
Garrison Capital Inc. (NASDAQ:GARS) closed its last trading session up +0.02 at 9.98 with 37,075 shares trading hands.