Form 8-K - Current report

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): July 10, 2023

MidCap Financial Investment Corporation

(Exact name of Registrant as specified in its charter)

Maryland

814-00646

52-2439556

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)


9 West 57th Street
New York, New York		10019
(Address of principal executive offices)		(Zip Code)

(Registrant’s telephone number, including area code): (212) 515-3450

None

(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, $0.001 par value

MFIC

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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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.

Annual Meeting:

On July 10, 2023, Midcap Financial Investment Corporation (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved two proposals. The proposals are described in detail in the Company’s definitive proxy statement for the Annual Meeting as filed with the Securities and Exchange Commission (the “SEC”) on May 1, 2023. As of April 24, 2023 the record date, 65,451,359 shares of the Company’s common stock were eligible to vote.

Proposal 1: The Company’s stockholders elected two Class I Directors of the Company, who will each serve a term of three years, or until his or her successor is duly elected and qualified, as follows:


Name of Director	FOR		WITHHELD		BROKER-NON-VOTE
Emmanuel Pearlman		30,368,313		1,104,754		18,766,845
Howard T. Widra		29,751,456		1,721,611		18,766,845

Proposal 2: The Company’s stockholders ratified the selection of Deloitte & Touche LLP as an independent registered public accounting firm of the Company for the fiscal year ending December 31, 2023, as follows:


FOR	WITHHELD	ABSTAIN	BROKER-NON-VOTE
49,089,474	592,640	557,798	—

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


MIDCAP FINANCIAL INVESTMENT CORPORATION

By:		/s/ Kristin Hester
Name:		Kristin Hester
Title:		Chief Legal Officer and Secretary

Date: July 14, 2023

Document and Entity Information	Jul. 10, 2023
Cover [Abstract]
Entity Registrant Name	MidCap Financial Investment Corp
Entity Address, State or Province	NY
Amendment Flag	false
Entity Central Index Key	0001278752
Document Type	8-K
Document Period End Date	Jul. 10, 2023
Entity Incorporation State Country Code	MD
Entity File Number	814-00646
Entity Tax Identification Number	52-2439556
Entity Address, Address Line One	9 West 57th Street
Entity Address, City or Town	New York
Entity Address, Postal Zip Code	10019
City Area Code	(212)
Local Phone Number	515-3450
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, $0.001 par value
Trading Symbol	MFIC
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false