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): May 4, 2017 (May 3, 2017)

 

Fifth Street Senior Floating Rate Corp.

(Exact name of registrant as specified in its charter)

 

Delaware 001-35999 61-1713295

(State or other jurisdiction

of incorporation)

(Commission File Number) (IRS Employer Identification No.)

 

777 West Putnam Avenue, 3rd Floor, Greenwich, CT 06830
(Address of principal executive offices) (Zip Code)

 

Registrant's telephone number, including area code: (203) 681-3600

 

Not Applicable

(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:

¨ 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))

 

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 þ  

 

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. þ

 

 

 

 

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

 

On May 3, 2017, Fifth Street Senior Floating Rate Corp. (the “Company”) held its 2017 annual meeting of stockholders (the “Annual Meeting”). Set forth below are the two proposals voted upon by the Company’s stockholders 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 March 15, 2017, together with the voting results for each proposal. As of March 10, 2017, the record date for the Annual Meeting, 29,466,768 shares of the Company’s common stock were outstanding and entitled to vote.

 

Proposal 1. The Company’s stockholders elected the following two nominees to serve on the Board of Directors of the Company, each of whom will serve until the 2020 annual meeting of stockholders, or until his successor is duly elected and qualified: Alexander C. Frank and Jeffrey R. Kay. The tabulation of votes was:

 

Name Votes For Withheld Broker Non-Votes
Alexander C. Frank 12,110,309 396,819 13,755,577
Jeffrey R. Kay 12,019,632 487,496 13,755,577

 

 

Proposal 2. The Company’s stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent public accounting firm for the fiscal year ending September 30, 2017, as set forth below.

 

Votes For Votes Against Abstain
25,872,112 258,995 131,598

 

 

 

 

 

 

 

SIGNATURE

 

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.

 

 

   

FIFTH STREET SENIOR FLOATING RATE CORP.

 

Date: May 4, 2017   By:  /s/ Kerry S. Acocella
     

Name: Kerry S. Acocella

Title: Chief Compliance Officer

 

 

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