Triangle Capital Corporation (NYSE:TCAP) Files An 8-K Entry into a Material Definitive AgreementItem 9.01.
Entry into a Material Definitive Agreement.
The Company entered intoindemnification agreements(each, an “Indemnification Agreement,” and collectively, the “Indemnification Agreements”) with each of its directors and executive officers. Under the Indemnification Agreements, the Company has agreed to indemnify its directors and executive officers to the fullest extent permitted by applicable law (including the Maryland General Corporation Law (the “MGCL”)), including indemnification and/or advancement of expenses incurred in connection with participating in any action or proceeding, including any action or proceeding by or in right of the Company, arising out of the person’s services as a director or executive officer of the Company.
The foregoing description of the Indemnification Agreements does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the form of Indemnification Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form8-K,and is incorporated herein by reference.
Item 9.01.Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On January 9, 2018, the Board amended the Company’s bylaws by approving the Sixth Amended and Restated Bylaws of Triangle Capital Corporation (the “Amended Bylaws”), effective on that date. The Amended Bylaws include the following changes, among others:
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In Section 2.7, removal of the plurality voting standard for voting on nominees for director at any meeting of the stockholders for which the Company’s Secretary determines that the number of nominees exceeds the number of directors to be elected as of the record date for such meeting. |
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Clarification in Section 2.8 that no stockholder proxy will be invalid due to the adjournment or postponement of a meeting of stockholders, or a change in the record date for such meeting, unless so provided in the proxy. |
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In Section 2.11, including in the stockholder advance notice requirements a requirement that, in the event that a stockholder proposes a nominee for director, such proposal shall include a certification from the proposed nominee that he or she currently intends to serve as a director for the full term for which he or she is standing (if so elected). |
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The addition of Section 2.14, stating that any action required or permitted to be taken at a meeting of stockholders may be taken without a meeting upon filing with the records of stockholder meetings a unanimous written consent which sets forth the action and is signed by each stockholder entitled to vote on the matter. |
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The addition of an exclusive forum provision, generally stating that, unless the Company consents in writing to a different forum, the Circuit Court for Baltimore City, Maryland or the state court located within the City of Raleigh in Wake County, North Carolina, or, if neither of these courts have jurisdiction, the United States District Court for the District of Maryland, Baltimore Division or the United States District Court for the Eastern District of North Carolina, will be the sole and exclusive forum for (a) any derivative action or proceeding brought on behalf of the Company, (b) any action asserting an internal corporate claim (as defined in the MGCL) or (c) any other action asserting a claim against the Company or any director or officer or other employee of the Company that is governed by the internal affairs doctrine. |
The foregoing description of the Amended Bylaws does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Amended Bylaws, a copy of which is filed as Exhibit 3.1 to this Current Report on Form8-K,and is incorporated herein by reference.
Item 9.01.Other Events.
On January 9, 2018, the Board passed a resolution explicitly subjecting the Company to theMaryland Business Combination Act under the MGCL, which, subject to limitations, prohibits certain business combinations between the Company and an “interested stockholder” (defined generally as any person who beneficially owns 10% or more of the voting power of the Company’s outstanding voting stock) or an affiliate thereof for five years after the most recent date on which the stockholder becomes an interested stockholder and thereafter imposes fair price and/or supermajority voting requirements on these combinations. The Board may by further resolution at any time in the future approve or exempt from the provisions of theMaryland Business Combination Act any business combinations, whether specifically, generally or generally by types or as to specifically identified or unidentified existing or future interested stockholders or their affiliates, as contemplated by Section 3-603(c) of the MGCL.
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Item 9.01. |
Financial Statements and Exhibits. |
(d)Exhibits
Triangle Capital CORP ExhibitEX-3.1 2 exhibit31sixthbylawstcap.htm EXHIBIT 3.1 SIXTH BYLAWS TCAP Exhibit Exhibit 3.1SIXTH AMENDED AND RESTATED BYLAWSOFTRIANGLE CAPITAL CORPORATION(the “Corporation”)ARTICLE I.OFFICES Section 1.1 Principal Office. The principal office of the Corporation in the State of Maryland shall be located at such place as the Board of Directors may designate. Section 1.2 Additional Offices. The Corporation may have additional offices,…To view the full exhibit click here
About Triangle Capital Corporation (NYSE:TCAP)
Triangle Capital Corporation is a specialty finance company. The Company provides customized financing to lower middle market companies located in the United States. The Company’s investment objective is to seek returns by generating current income from its debt investments and capital appreciation from its equity related investments. The Company invests in subordinated debt securities secured by second lien security interests in portfolio company assets, coupled with equity interests. It also invests in senior debt securities secured by first lien security interests in portfolio company assets. Its investments generally range from $5.0 million to $35.0 million per portfolio company. The Company has investments in over 90 portfolio companies. Its investment portfolio consists investments in subordinated debt and second lien notes, senior debt and first lien notes, equity shares, equity warrants and royalty rights. The Company lends to and invests in customers in various industries.