KCAP Financial, Inc. (NASDAQ:KCAP) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 5.03
On December 12, 2018, the Board of Directors (the “Board”) of KCAP Financial, Inc., a Delaware corporation (the “Company”), adopted and approved, effective immediately, the Second Amended and Restated Bylaws of the Company (the “Bylaws”). The Bylaws include, among other things, the following amendments:
| · | Article II, Section 4 (Notice of Meetings) has been amended to clarify that the only matters that may be brought before a special meeting are those brought by or at the direction of the Board of Directors (the “Board”), the Chairman of the Board or the Chief Executive Officer, and stated in the notice of such special meeting; |
| · | Article II, Section 11 (Advance Notice Provisions for Election of Directors) has been amended to approve certain changes to the advance notice provisions relating to stockholder proposals for the election of directors, including the removal of the requirement that a stockholder’s notice to the Secretary of the Company include disclosure about the stockholder’s ownership of any derivative instruments related to any capital stock of the Company or with a value derived from the value of any capital stock of the Company, whether or not such instrument is subject to settlement in the Company’s capital stock (“Derivative Instruments”); |
| · | Article II, Section 12 (Advance Notice Provisions for Business to be Transacted at Annual Meeting) has been amended to approve certain changes to the advance notice provisions relating to stockholder proposals at the Annual Meeting, including the removal of the requirement that a stockholder’s notice to the Secretary of the Company include disclosure about the stockholder’s ownership of any Derivative Instruments; and |
| · | Article III, Section 13 (Committees) has been amended to add reference to the Nominating and Corporate Governance Committee of the Board. |
The foregoing description is qualified in its entirety by the Bylaws which are attached hereto as Exhibit 3.1 and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
KCAP Financial, Inc. Exhibit
EX-3.1 2 tv509148_ex3-1.htm EXHIBIT 3.1 Exhibit 3.1 SECOND AMENDED AND RESTATED BYLAWS OF KCAP FINANCIAL,…
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About KCAP Financial, Inc. (NASDAQ:KCAP)
KCAP Financial, Inc. is an internally managed, non-diversified closed-end investment company. The Company has approximately three principal areas of investments. First, the Company originates, structures and invests in senior secured term loans and mezzanine debt primarily in privately-held middle market companies (the debt securities portfolio). In addition, the Company may invest in the equity securities of privately held middle market companies. Second, the Company invests in asset management companies (the Asset Manager Affiliates) that manage collateralized loan obligation funds (CLO Funds). Third, the Company invests in debt and subordinated securities issued by CLOs (CLO fund securities). These CLO fund securities are primarily managed by its Asset Manager Affiliates, but from time-to-time the Company makes investments in CLO Fund Securities managed by other asset managers. The CLO funds typically invest in syndicated loans, high-yield bonds and other credit instruments.
