Current Report Filing (8-k)
May 28 2021 - 08:30AM
Edgar (US Regulatory)
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 27, 2021
CAPITALA FINANCE
CORP.
(Exact name of registrant as specified in its charter)
| Maryland |
814-01022 |
90-0945675 |
| (State or other jurisdiction |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| of incorporation) |
|
|
| 4201 Congress St.,
Suite 360 |
|
| Charlotte,
NC 28209 |
28209 |
| (Address of principal executive
offices) |
(Zip Code) |
Registrant’s telephone number, including area code: (704)
376-5502
Check the appropriate box below if the Form 8-K 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(s) |
|
Name of Each Exchange on Which Registered |
|
Common Stock, par value $0.01 per share
5.75% Convertible Notes due 2022
6.00% Notes due 2022
|
|
CPTA
CPTAG
CPTAL
|
|
NASDAQ Global Select Market
NASDAQ Capital Market
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
On May 27, 2021, Capitala Finance Corp., a Maryland corporation
(the “Company”), held a Special Meeting of
Stockholders (the “Special Meeting”). Shareholders of
record at the close of business on April 12, 2021 (the
“Record Date”) were entitled to vote at the Special
Meeting. As of the Record Date, there were 2,711,068 shares of
common stock outstanding and entitled to vote. A quorum
consisting of 1,504,683 shares of common stock of the Company was
present or represented by proxy at the Special Meeting.
The Company’s shareholders voted on and approved twos proposals at
the Special Meeting. The final voting results from the Special
Meeting were as follows:
|
1. |
The proposal to approve the
Company’s entry into a new advisory agreement between the Company
and Mount Logan Management, LLC, which will replace the current
investment advisory agreement, dated September 24, 2013, between
the Company and Capitala Investment Advisors, LLC. The following
votes were taken in connection with this proposal: |
|
For |
|
Against |
|
Abstain |
|
1,460,082 |
|
39,731 |
|
4,870 |
|
2. |
The proposal to approve the
adjournment of the Special Meeting, if necessary or appropriate, to
solicit additional proxies: |
|
For |
|
Against |
|
Abstain |
|
1,428,968 |
|
69,321 |
|
6,394 |
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.
| Date: May 28, 2021 |
CAPITALA FINANCE
CORP. |
| |
|
|
| |
|
|
| |
By: |
/s/
Stephen A. Arnall |
| |
|
Stephen A.
Arnall |
| |
|
Chief Financial
Officer and Chief Operating Officer |
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