Current Report Filing (8-k)
16 June 2023 - 6:42AM
Edgar (US Regulatory)
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0001512931
2023-06-15
2023-06-15
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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):
June 15, 2023
Monroe Capital Corporation
(Exact name of registrant as specified in its
charter)
Maryland |
|
814-00866 |
|
27-4895840 |
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
311 South Wacker Drive, Suite 6400, Chicago, IL |
|
60606 |
(Address of principal executive offices) |
|
(Zip Code) |
(312) 258-8300
(Registrant’s telephone number, including
area code)
(Former name or former address, if changed since
last report)
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 (see
General Instruction A.2. below):
|
¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered
pursuant to Section 12(b) of the Act:
Title
of Each Class |
|
Trading
Symbol(s) |
|
Name
of Each Exchange on Which Registered |
Common Stock, par value $0.001 per share |
|
MRCC |
|
The Nasdaq Global Select Market |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange
Act of 1934 (17 CFR 240.12b-2).
Emerging
growth company ¨
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.07. Submission of Matters to a Vote of
Security Holders
On June 15, 2023, Monroe Capital Corporation (the
“Company”) held its 2023 annual meeting of stockholders (the “Meeting”) to consider Proposals 1 and 2 as described
in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 18, 2023 (the “Proxy
Statement”). A summary of the matters voted upon by stockholders is set forth below.
Proposal 1—Election of Class II Directors
The following individuals, constituting all of the
nominees named in the Proxy Statement, were elected as Class II directors to serve until the 2026 annual meeting of stockholders or until
their successors have been duly elected and qualified. The following votes were taken in connection with this proposal:
| |
For | | |
Withheld | | |
Broker Non-Vote | |
Jeffrey A. Golman | |
| 10,057,127 | | |
| 1,882,646 | | |
0 | |
Jorde M. Nathan | |
| 10,247,093 | | |
| 1,692,680 | | |
0 | |
Caroline B. Davidson | |
| 11,316,421 | | |
| 623,352 | | |
0 | |
Proposal 2—Approval to Sell Shares of Common
Stock Below Net Asset Value
The Company’s stockholders approved a proposal
to authorize flexibility for the Company, subject to the approval of its Board of Directors, to sell shares of its common stock or warrants,
options or rights to acquire its common stock during the next twelve months at a price below the Company’s then-current net asset
value per share, subject to certain conditions as set forth in the Proxy Statement. The following votes were taken in connection with
this proposal:
| |
For | | |
Against | | |
Abstain | | |
Broker
Non-Vote | |
With Affiliate Shares | |
| 9,130,191 | | |
| 2,232,595 | | |
| 576,987 | | |
0 | |
Without Affiliate Shares | |
| 8,354,799 | | |
| 2,232,595 | | |
| 576,987 | | |
0 | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
MONROE CAPITAL CORPORATION |
|
|
|
By: |
/s/ Lewis W. Solimene, Jr. |
|
Name:
|
Lewis W. Solimene, Jr.
|
|
Title: |
Chief Financial Officer |
|
|
|
Dated: June 15, 2023
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