New Mountain Finance Corporation (NYSE:NMFC) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 5.07
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On April 1, 2019, New Mountain Finance Corporation (“NMFC”) filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation (the “Amendment”). The Amendment increased NMFC’s authorized amount of common stock, par value $0.01 per share, from 100,000,000 to 200,000,000. This summary is qualified in its entirety by reference to the Amendment filed hereto as Exhibit 3.1.
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Item 5.07 |
Submission of Matters to a Vote of Security Holders. |
NMFC held its 2019 Annual Meeting of Stockholders on March 29, 2019 and submitted three (3) matters to the vote of stockholders. A summary of the matters voted upon by the stockholders is set forth below.
Election of Directors:
Stockholders of NMFC elected two nominees for director, each to serve for a three-year term to expire at the 2022 Annual Meeting of Stockholders based on the following votes:
|
Name |
FOR |
WITHHELD |
BROKER NON-VOTES |
|
Robert A. Hamwee |
35,348,204 |
647,917 |
34,558,559 |
|
Alfred F. Hurley, Jr. |
29,247,932 |
6,748,189 |
34,558,559 |
Ratification of the Appointment of Deloitte & Touche LLP to serve as NMFC’s independent registered public accounting firm for the fiscal year ending December 31, 2019:
Stockholders of NMFC ratified the appointment of Deloitte & Touche LLP to serve as NMFC’s independent registered public accounting firm for the fiscal year ending December 31, 2019 based on the following votes:
|
FOR |
AGAINST |
ABSTAINED |
BROKER NON-VOTES |
|
69,195,447 |
388,101 |
163,968 |
– |
Amendment to NMFC’s Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock:
Stockholders of NMFC approved an amendment to NMFC’s Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock based on the following votes:
|
FOR |
AGAINST |
ABSTAINED |
BROKER NON-VOTES |
|
65,473,585 |
4,089,767 |
991,328 |
– |
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Item 5.07 |
Financial Statements and Exhibits. |
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d) |
Exhibits. |
New Mountain Finance Corp Exhibit
EX-3.1 2 certificateofamendmenttoar.htm EXHIBIT 3.1 Exhibit Exhibit 3.1CERTIFICATE OF AMENDMENT TO THEAMENDED AND RESTATED CERTIFICATE OF INCORPORATION OFNEW MOUNTAIN FINANCE CORPORATIONNew Mountain Finance Corporation (the “Corporation”),…
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About New Mountain Finance Corporation (NYSE:NMFC)
New Mountain Finance Corporation is a closed-end, non-diversified management investment company. The Company’s investment objective is to generate current income and capital appreciation through the sourcing and origination of debt securities at all levels of the capital structure, including first and second lien debt, notes, bonds and mezzanine securities. Its investments may also include equity interests, such as preferred stock, common stock, warrants or options received in connection with its debt investments, or may include a direct investment in the equity of private companies. It makes investments through both primary originations and open-market secondary purchases. Its portfolio includes investments in various sectors, such as software, business services, education, distribution and logistics, federal services, consumer services, healthcare services, media and healthcare products. New Mountain Finance Advisers BDC, L.L.C. is the investment advisor of the Company.
