UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

  FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 5, 2014 (December 5, 2014)

Prospect Capital Corporation
(Exact name of registrant as specified in its charter)


 
 
 
 
 
MARYLAND  
 
814-00659
 
43-2048643
(State or other jurisdiction
 
(Commission File Number)
 
(IRS Employer
of incorporation)
 
 
 
Identification No.)


10 East 40th Street, 42nd Floor, New York, New York 10016
(Address of principal executive offices, including zip code)

(212) 448-0702

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
 
o
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
 
o
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
 
o
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 

 

 
 


 

Item 5.07.   Submission of Matters to a Vote of Security Holders.

At 10:30 a.m. (Eastern Time) on December 5, 2014, Prospect Capital Corporation (the “Company”) held its Annual Meeting of Stockholders at the Company’s offices at 10 East 40 th Street, 42 nd Floor, New York, New York 10016 (the “Annual Meeting”).  At the Annual Meeting, the Company’s common stockholders voted on two proposals, each of which was approved.  The proposals are described in detail in the Company’s definitive proxy statement for the Annual Meeting as filed with the Securities and Exchange Commission (the “SEC”) on September 10, 2014.  As of September 10, 2014, the record date, 342,854,575 shares of common stock were eligible to vote, which included 4,587,626.37 shares owned by affiliates. The final voting results from the Annual Meeting were as follows:

Proposal 1.       The Company’s stockholders elected one director of the Company. William J. Gremp will serve as a Class I director until the annual meeting of stockholders of the Company in 2017 and until his successor is duly elected and qualifies or until his earlier resignation, removal from office, death or incapacity.  The director was re-elected pursuant to the voting results set forth below:

Name
 
For
 
Withheld
 
Broker Non-Votes
 
William J. Gremp
 
188,449,367
 
17,814,991
 
5,658
 

Proposal 2.      The Company’s stockholders approved a proposal to authorize the Company, with the approval of its Board of Directors, to sell shares of its common stock (during the next 12 months) at a price or prices below the Company’s then current net asset value per share in one or more offerings subject to certain conditions described in detail in the Company’s definitive proxy statement as filed with the SEC on September 10, 2014 (including that the number of shares sold on any given date does not exceed 25% of its outstanding common stock immediately prior to such sale), as set forth below:

For
 
Against
 
Abstained
 
Broker Non-Votes
 
149,522,927
 
52,691,868
 
4,055,193
 
28
 

The vote on the above proposal, adjusted for 4,587,626.37 affiliated shares, was as follows:

For
 
Against
 
Abstained
 
Broker Non-Votes
 
144,935,301
 
52,691,868
 
4,055,193
 
28
 




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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, Prospect Capital Corporation has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Prospect Capital Corporation


By:     /s/ John F. Barry III
Name: John F. Barry III
Title: Chief Executive Officer
Date:  December 5, 2014

 



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