Additional Proxy Soliciting Materials (definitive) (defa14a)
07 August 2018 - 6:52AM
Edgar (US Regulatory)
SCHEDULE 14A
(RULE 14a-101)
Information Required in Proxy Statement
_________________
Schedule 14A Information
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
_________________
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Filed by the Registrant
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Filed by Party other than the Registrant
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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Material
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Soliciting Material under Rule 14a-12
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Garrison Capital Inc.
(Name of Registrant as Specified in its Charter)
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(Name of Person(s) Filing Proxy Statement, If Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):
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Proposed maximum aggregate value of transaction:
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Total fee paid:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.
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Amount previously paid:
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Form, schedule or registration statement no.:
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Filing party:
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Date filed:
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August 1, 2018
Please Vote. Your Vote Is Needed.
Dear Stockholder:
The
Special
Meeting
of
Stockholders
of
Garrison
Capital
Inc.
(the
“Company”)
is
scheduled
to
take
place
on
Tuesday,
August
14,
2018
and,
as
of
today,
our
records
indicate
that
you
have
not
exercised
your
voting
rights
for
the upcoming
meeting.
The
Company is
seeking
your vote
on
the
following
proposal:
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1.
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Approval
of
application
of
the reduced
asset
coverage
requirements
in
Section 61(a)(2) of
the
Investment Company
Act
of 1940,
as
amended,
to
the
Company,
which would
permit
the
Company
to
double the
maximum
amount
of
leverage
that it is
permitted
to
incur
by
reducing
the
asset
coverage
requirement
applicable
to
the
Company
from 200%
to
150%
(without
giving
effect
to
the
exemptive
relief with
respect
to SBIC
debentures).
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If
this
proposal
is
approved
by
stockholders,
the
Company
and
its
investment
adviser
intend
to
modify
the
base
management
fee
payable
under
the
investment
advisory
agreement
between
the
Company
and
the
investment
adviser
to
an
annual
rate
of
1.50%
of
the
Company's
average
gross
assets,
excluding
cash
or
cash
equivalents
but
including
assets
purchased
with
borrowed
funds,
at
the
end
of
each
of
the
two
most
recently
completed
calendar
quarters;
provided,
however,
the
base management fee
will
be
calculated at
an
annual
rate
of
1.00%
of
the
average
value
of
the
Company’s
gross
assets,
excluding
cash
or
cash
equivalents
but
including
assets
purchased
with
borrowed
funds,
that
exceeds the
product
of
(i)
200%
and
(ii)
the Company’s
average
net
assets at
the
end of each of the two
most
recently
completed
calendar
quarters.
For
the
avoidance
of
doubt,
the
200%
will
be
calculated
in
accordance
with
the
Investment
Company
Act
of
1940,
as
amended,
and
will
give
effect
to
the
Company’s
exemptive
relief
with
respect
to
SBIC
debentures.
The
details
related
to
this
proposal are
contained
in
the
proxy statement,
a
copy
of
which is available
on the
internet
through
our
website
at
http://www.garrisoncapitalbdc.com
.
Also,
the
proxy
statement
and
the
proxy
card
were
initially
mailed
to
you
on
or around
July
25,
2018.
The Company has
made
it
easy
for
you
to
vote.
1.
VOTE
BY
INTERNET—www.proxyvote.com
Use
the
Internet
to
transmit
your
voting
instructions
and
for
electronic
delivery
of
information
up
until
11:59
P.M.,
Eastern
Time,
August
13,
2018,
which
is
the
day
before
the
meeting
date.
Have
your
proxy
card
in
hand
when
you
access
the
web
site
and
follow
the
instructions
to
obtain
your
records
and
to
create
an
electronic
voting
instruction
form.
2.
VOTE
BY
PHONE—1-800-690-6903
Use
any
touch-tone
telephone
to
transmit
your
voting
instructions
up
until
11:59
P.M.,
Eastern
Time,
August 13, 2018, which
is the day
before the
meeting
date. Have your proxy card in
hand when
you
call and
then
follow
the instructions.
3.
VOTE
BY
MAIL
Mark,
sign
and
date
your
proxy
card
and
return
it
in
the
postage
paid
envelope
we
have
provided
or
return
it
to
Garrison
Capital
Inc.,
c/o
Broadridge,
51
Mercedes
Way,
Edgewood,
NY
11717.
The
proxy
card
was
initially
mailed
to
you
on
or
around
July 25,
2018.
Please take a
moment to cast
your
votes
as
soon
as
possible.
Thank
you
for your
help
with
these
important
matters.
Sincerely,
Joseph Tansey
Chief Executive Officer
Garrison Capital (NASDAQ:GARS)
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