Item 5.07. Submission of Matters to a Vote of Security Holders
On September 2, 2016,
the Company held its Annual Meeting. Set forth below are the proposals voted upon at the Annual 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 12, 2016, and the final
voting tabulation reported by the Company’s independent inspector of elections, IVS Associates, Inc. (
“IVS”
).
The Company’s
Board of Directors fixed the close of business on July 8, 2016 as the record date for identifying those stockholders entitled to
notice of, and to vote at, the Annual Meeting. A total of 51,479,409 shares of the Company’s common stock were
entitled to vote at the Annual Meeting. A quorum of the stockholders was present at the Annual Meeting. The final voting results
for each of the proposals were as follows:
Proposal 1.
Based
on the final voting results from IVS, the Company’s stockholders elected the following nominee to serve on the Board of Directors
until the 2019 annual meeting of stockholders, or until her successor is duly elected and qualified: Tonia L. Pankopf. The final
tabulation from IVS of voting results for the election of director is set forth below:
Name
|
|
Votes For
|
|
Votes Withheld
|
|
|
|
|
|
|
|
Board of Directors’ Nominee
:
|
|
|
|
|
|
Tonia L. Pankopf
|
|
13,058,625
|
|
1,329,078
|
|
TPG Specialty Lending, Inc.’s Nominee
:
|
|
|
|
|
|
T. Kelley Millet
|
|
12,883,770
|
|
1,251,815
|
|
|
|
|
|
|
|
Proposal 2.
Based
on the final voting results from IVS, the Company’s stockholders approved a proposal to amend the Company’s bylaws
to implement a majority vote standard for the election of directors in uncontested elections, as set forth below:
|
FOR
|
|
AGAINST
|
|
ABSTAIN
|
|
|
|
|
|
|
|
|
|
26,942,929
|
|
1,082,629
|
|
418,478
|
|
|
(number)
|
|
(number)
|
|
(number)
|
|
Proposal 3.
Based
on the final voting results from IVS, the Company’s stockholders ratified the appointment of PricewaterhouseCoopers LLP to
serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2016, as set
forth below:
|
FOR
|
|
AGAINST
|
|
ABSTAIN
|
|
|
|
|
|
|
|
|
|
26,446,943
|
|
765,269
|
|
1,311,076
|
|
|
(number)
|
|
(number)
|
|
(number)
|
|
Proposal 4.
Based
on the final voting results from IVS, the Company’s stockholders voted against approving the binding stockholder proposal
put forth by TPG Specialty Lending, Inc. to terminate the Investment Advisory Agreement, dated as of July 1, 2011, by and between
the Company and TICC Management, LLC, as set forth below:
|
FOR
|
|
AGAINST
|
|
ABSTAIN
|
|
|
|
|
|
|
|
|
|
14,334,693
|
|
12,610,821
|
|
1,577,774
|
|
|
(number)
|
|
(number)
|
|
(number)
|
|
Under the Investment
Company Act of 1940, Proposal 4 was required to be approved by either (i) a majority of the Company’s outstanding shares
of common stock or (ii) 67% or more of the shares of Company’s common stock present at the Annual Meeting if 50% or more
of the Company’s outstanding shares of common stock are present at the Annual Meeting. 27.8% of the Company’s outstanding
shares of common stock voted for Proposal 4 and 50.2% of the shares of the Company’s common stock present at the Annual Meeting
voted for Proposal 4. Based on these final voting results, Proposal 4 failed to receive the required vote of the stockholders and
was not adopted by the stockholders of the Company. Therefore, TICC Management, LLC will continue to serve as investment
adviser to the Company.
The Company had also
solicited votes for the adjournment of the Annual Meeting, if necessary or appropriate, to solicit additional proxies (
“Proposal
5”
). However, since it was not necessary to adjourn the Annual Meeting to solicit additional votes on the first four
proposals, a vote was not taken on Proposal 5.
On September 7, 2016,
the Company issued a press release, filed herewith as Exhibit 99.1, regarding the final voting results described above.