FSFR Fifth Str SR Floating Rate Corp

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

On September 7, 2017, Fifth Street Senior Floating Rate Corp. (the “Company”) held a special meeting of stockholders (the “Special Meeting”). Set forth below are the two proposals voted upon by the Company’s stockholders at the Special Meeting, as set forth in the Company’s Definitive Proxy Statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on July 25, 2017, together with the voting results for each proposal. As of July 14, 2017, the record date for the Special Meeting, 29,466,768 shares of the Company’s common stock were outstanding and entitled to vote.

Proposal 1. The Company’s stockholders approved an investment advisory agreement by and between the Company and Oaktree Capital Management, L.P., a Delaware limited partnership (“Oaktree”), to take effect upon the closing of the transactions (the “Transaction”) contemplated by the asset purchase agreement, dated as of July 13, 2017, by and among Oaktree and Fifth Street Management LLC, a Delaware limited liability company, and, for certain limited purposes, Fifth Street Asset Management Inc., a Delaware corporation, and Fifth Street Holdings L.P., a Delaware limited partnership, pursuant to which Oaktree will replace Fifth Street Management LLC as the Company’s investment adviser, as set forth below:

Proposal 2. Contingent upon the closing of the Transaction, the Company’s stockholders elected the following five nominees to serve on the Board of Directors of the Company, each of whom will serve commencing on the closing of the Transaction and until the annual meeting of stockholders set forth below, or until his successor is duly elected and qualified: John B. Frank, Marc H. Gamsin, Craig Jacobson, Richard G. Ruben and Bruce Zimmerman. The tabulation of votes was: