Form 8-K - Current report

Gladstone Capital Corporation

Date: February 29, 2024

/s/ Nicole Schaltenbrand

Nicole Schaltenbrand

Chief Financial Officer & Treasurer

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): February 29, 2024

Gladstone Capital Corporation

(Exact Name of Registrant as Specified in Charter)


Maryland	814-00237	54-2040781
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

1521 Westbranch Drive, Suite 100

McLean, Virginia

22102

(Address of Principal Executive Offices)

(Zip Code)

(703) 287-5800

(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:

☐

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	Name of each exchange on which registered
Common Stock, $0.001 par value per share	GLAD	The Nasdaq Stock Market LLC
7.75% notes due 2028	GLADZ	The Nasdaq Stock Market LLC

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 February 29, 2024, Gladstone Capital Corporation (the “Company”) reconvened its 2024 Annual Meeting of Stockholders (the “Annual Meeting”) that was previously adjourned on February 1, 2024. There were present at the Annual Meeting in person or by proxy, stockholders holding an aggregate of 31,635,562 shares of the Company’s common stock.

The matters considered and voted on by the stockholders at the Annual Meeting and the vote of the stockholders were as follows:

The following individuals were elected as directors, Walter H. Wilkinson, Jr. and Paula Novara, to serve until the 2027 Annual Meeting of Stockholders and until their successors are elected and qualified, by the following vote:


	For		Withheld		Broker Non-Votes
Walter H. Wilkinson, Jr.		17,630,291		1,012,392		12,992,879
Paula Novara		17,842,070		800,613		12,992,879

The ratification of the selection by the Audit Committee of our Board of Directors of PricewaterhouseCoopers LLP as our independent registered public accounting firm for our fiscal year ending September 30, 2024, by the following vote.


For	Against	Abstain	Broker Non-Votes
30,484,924	748,899	401,739	0

The amendment to the Company’s charter to increase the number of authorized shares of common stock, was not approved by the following vote.


For	Against	Abstain	Broker Non-Votes
26,286,560	4,400,388	948,614	0

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.		Description

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

Document and Entity Information	Feb. 29, 2024
Document And Entity Information [Line Items]
Entity Registrant Name	GLADSTONE CAPITAL CORP
Amendment Flag	false
Entity Central Index Key	0001143513
Document Type	8-K
Document Period End Date	Feb. 29, 2024
Entity Incorporation State Country Code	MD
Entity File Number	814-00237
Entity Tax Identification Number	54-2040781
Entity Address, Address Line One	1521 Westbranch Drive
Entity Address, Address Line Two	Suite 100
Entity Address, City or Town	McLean
Entity Address, State or Province	VA
Entity Address, Postal Zip Code	22102
City Area Code	(703)
Local Phone Number	287-5800
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Shares [Member]
Document And Entity Information [Line Items]
Security 12b Title	Common Stock, $0.001 par value per share
Trading Symbol	GLAD
Security Exchange Name	NASDAQ
Deferrable Notes [Member]
Document And Entity Information [Line Items]
Security 12b Title	7.75% notes due 2028
Trading Symbol	GLADZ
Security Exchange Name	NASDAQ