TICC CAPITAL CORP. (NASDAQ:TICC) Files An 8-K Submission of Matters to a Vote of Security HoldersItem 5.07.
On July 6, 2017, TICC Capital Corp. (the “Company”) held its Annual Meeting of Stockholders (the “Meeting”). Set forth below are the proposals voted upon at the Meeting, as set forth in the Company’s Definitive Proxy Statement on Schedule 14A, filed with the U.S. Securities and Exchange Commission on June 12, 2017, and the final voting tabulation reported by the Company’s inspector of elections.
The Company’s Board of Directors fixed the close of business on June 5, 2017 as the record date for identifying those stockholders entitled to notice of, and to vote at, the Meeting. A total of 51,479,409 shares of the Company’s common stock were entitled to vote at the Meeting. A quorum of the stockholders was present at the Meeting. The final voting results for each of the proposals were as follows:
Proposal 1.Stockholders elected two nominees for directors, who will each serve for a three-year term to expire at the 2020 Annual Meeting of Stockholders based on the following votes:
| Name | For | Withheld |
BrokerNon- Votes |
| Charles M. Royce | 16,094,571 | 1,805,393 | – |
| Steven P. Novak | 13,845,127 | 4,054,837 | – |
Proposal 2.Stockholders ratified the appointment of PricewaterhouseCoopers LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017 based on the following votes:
| For | Against | Abstain | Broker Non-Votes |
| 36,339,929 | 601,326 | 256,695 | – |
Proposal 3.Stockholders did not approve a proposal to authorize the Company to sell shares of its common stock at a price or prices below the Company’s then current net asset value per share in one or more offerings, in each case subject to the approval of its board of directors and compliance with the conditions set forth in the proxy statement pertaining thereto (including, without limitation, that the number of shares issued does not exceed 25% of the Company’s then outstanding common stock immediately prior to each such offering) based on the following votes:
| For | Against | Abstain | Broker Non-Votes | |
| With Affiliates | 13,174,467 | 4,098,375 | 627,106 | – |
| % of Voted* | 35.42% | 11.02% | 1.69% | – |
| % of Outstanding* | 25.59% | 7.96% | 1.22% | – |
| Without Affiliates | 10,137,311 | 4,098,375 | 627,106 | – |
| % of Voted* | 27.25% | 11.02% | 1.69% | – |
| % of Outstanding* | 20.93% | 8.46% | 1.29% | – |
* For purposes of this proposal, the affirmative vote of (1) a majority of the outstanding shares of common stock entitled to vote at the Meeting; and (2) a majority of the outstanding shares of common stock entitled to vote at the Meeting that are not held by affiliated persons of the Company was required to approve this proposal. For purposes of this proposal, the Investment Company Act of 1940, as amended, defines “a majority of the outstanding shares” as: (1) 67% or more of the voting securities present at the Meeting if the holders of more than 50% of the outstanding voting securities of such company are present or represented by proxy; or (2) more than 50% of the outstanding voting securities of the Company, whichever is the less. Based on these final voting results, Proposal 3 failed to receive the required vote of the stockholders and was not adopted by the stockholders of the Company.
The Company had also solicited votes for the adjournment of the Meeting, if necessary or appropriate, to solicit additional proxies (“Proposal 4”). However, since it was not necessary to adjourn the Meeting to solicit additional votes on the first three proposals, a vote was not taken on Proposal 4.
About TICC CAPITAL CORP. (NASDAQ:TICC)
TICC Capital Corp. (TICC) is a closed-end, non-diversified management investment company. The Company’s investment objective is to maximize its portfolio’s total return. The Company’s primary focus is to seek current income by investing primarily in corporate debt securities. Its debt investments include bilateral loans (loans where the Company holds the entirety of a particular loan) and syndicated loans (loans where multiple investors hold portions of that loan). The Company continues to invest in structured finance investments, including collateralized loan obligation (CLO) investment vehicles that own debt securities. CLO investments’ also include warehouse facilities, which are financing structures intended to aggregate loans that are used to form the basis of a CLO vehicle. The Company also invests in publicly traded debt and/or equity securities. TICC Management, an investment adviser that is owned by BDC Partners, manages the Company’s investment activities.