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 9, 2015

BDCA VENTURE, INC.
(Exact name of registrant as specified in its charter)

Maryland

000-53504

26-2582882

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

5251 DTC Parkway, Suite 1100

Greenwood Village, CO  80111

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code:  (720) 889-0139

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))


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

On May 29, 2015, BDCA Venture, Inc. (the “Company”) filed a Definitive Proxy Statement on Schedule 14A (the “Company’s Proxy Statement”) with the Securities and Exchange Commission relating to the Annual Meeting of Stockholders to be held on July 9, 2015 (the “Annual Meeting”).  The Company’s Proxy Statement described in detail the Company’s proposal to elect the Company’s director nominees (Laurence W. Berger, Timothy J. Keating, Leslie D. Michelson and J. Taylor Simonton)(the “Management Nominees”) as directors of the Company to serve until the 2016 Annual Meeting of Stockholders or until their respective successors are duly elected and qualified (the “Company’s Proposal”).  The Board of Directors fixed the close of business on May 13, 2015 as the record date (the “Record Date”) for identifying those stockholders entitled to notice of, and to vote at, the Annual Meeting.  A total of 9,793,994 shares of common stock were entitled to vote at the Annual Meeting.

On June 12, 2015, Bulldog Investors, LLC (“Bulldog”) filed a Definitive Proxy Statement on Schedule 14A (the “Bulldog’s Proxy Statement”) with the Securities and Exchange Commission with three proposals: ( i) to elect Bulldog’s director nominees (Richard Cohen, Andrew Dakos and Gerald Hellerman) (the “Bulldog Nominees”) as directors of the Company to serve until the 2016 Annual Meeting of Stockholders or until their respective successors are duly elected and qualified, (ii) to have the Board of Directors consider adopting a plan to “maximize shareholder value within a reasonable period of time” (the “Bulldog Plan”) and (iii) to terminate the Company’s investment advisory agreement with BDCA Venture Adviser, LLC (the “Adviser”) (the “Termination Proposal,” and collectively, the “Bulldog Proposals”).

On July 9, 2015, the Company held its Annual Meeting of Stockholders at the Company’s corporate headquarters, and a quorum of the stockholders was present at the Annual Meeting.  The Company’s Proposal and each of the Bulldog Proposals were presented to the stockholders at the Annual Meeting.  The preliminary voting results for each of the proposals were as follows:

Proposal 1 - Election of Directors

The tabulation of votes for the election of directors was:  

Name   Votes For   Votes Withheld
 
Management Nominees:
Laurence W. Berger 2,277,657 183,911
 
Timothy J. Keating 2,390,011 188,201
 
Leslie D. Michelson 2,283,705 177,863
 
J. Taylor Simonton 2,282,516 179,052
 
Bulldog Nominees:
Gerald Hellerman 2,916,977 48,142
 
Andrew Dakos 2,916,252 48,867
 
Richard Cohen 2,916,774 48,345
2

The four director nominees receiving the most votes cast at the Annual Meeting will be elected directors of the Company to serve until the 2016 Annual Meeting of Stockholders or until their respective successors are duly elected and qualified.

Bulldog Proposal 2 - That the Board of Directors of BDCA Venture, Inc. is hereby directed to consider a plan to maximize shareholder value within a reasonable period of time.  The tabulation of votes was:      

FOR   AGAINST   ABSTAIN
 
2,927,229 2,454,068 26,047
(number) (number) (number)

Approval of Bulldog Proposal 2 requires an affirmative vote of a majority of the shares cast at the Annual Meeting.  

Bulldog Proposal 3 - That that the Investment Advisory and Administrative Services Agreement between BDCA Venture, Inc. and its investment adviser, BDCA Venture Adviser, LLC, shall be terminated as soon as legally permissible thereunder.  The tabulation of votes was:   

FOR   AGAINST   ABSTAIN
 
2,916,956 2,452,741 37,656
(number) (number) (number)

Approval of Bulldog Proposal 3 requires an affirmative vote of holders of: (i) 67% of the votes present at the Annual Meeting, or (ii) a majority of the outstanding shares, whichever is less.

Accordingly, being the four director nominees receiving the most votes cast at the Annual Meeting, Messrs. Cohen, Dakos, Hellerman and Keating were elected as directors of the Company to serve until the 2016 Annual Meeting of Stockholders or until their respective successors are duly elected and qualified.

Bulldog Proposal 2 as described above received the required vote of the stockholders and was adopted by the stockholders of the Company.

Bulldog Proposal 3 as described above failed to receive the required vote of the stockholders and was not adopted by the stockholders of the Company.  Therefore, the Adviser will continue to serve as investment adviser to the Company.

These results are preliminary only and are subject to change based on the certification of the voting results by the independent inspector of elections, IVS Associates, Inc. (“IVS”). The Company will file an amendment to this Current Report on Form 8-K to disclose the final voting results after receiving IVS’s final certified report.

3

The Company issued a press release, filed herewith as Exhibit 99.1, on July 14, 2015 announcing the preliminary voting results described above.

Item 9.01      Financial Statements and Exhibits.

(a)  Not applicable.

(b)  Not applicable.

(c)  Not applicable.

(d)  Exhibits.

Exhibit No.                             Description

99.1                                          Press Release dated July 14, 2015

4

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:

July 14, 2015

BDCA VENTURE, INC.

 

 

 

 

By:

/s/ Timothy J. Keating

Timothy J. Keating

President and Chief Executive Officer

5



Exhibit 99.1

BDCA Venture, Inc. Announces Election of New Directors and Results on Other Proposals Presented at 2015 Annual Meeting

GREENWOOD VILLAGE, Colo.--(BUSINESS WIRE)--July 14, 2015--At the 2015 Annual Meeting of Stockholders of BDCA Venture, Inc. (the “Company”) held on July 9, 2015, the Company’s stockholders elected four directors to serve until the 2016 Annual Meeting or until their respective successors are duly elected and qualified. The Company’s stockholders elected Richard Cohen, Andrew Dakos and Gerald Hellerman, each of whom was nominated by Bulldog Investors, LLC (“Bulldog”). The Company’s stockholders also elected Timothy J. Keating, who was nominated by the Company’s management.

At the 2015 Annual Meeting, the Company’s stockholders also approved a proposal submitted by Bulldog to have the Company’s Board of Directors consider adopting a plan to “maximize shareholder value within a reasonable period of time.”

At the 2015 Annual Meeting, a proposal submitted by Bulldog to terminate the Company’s investment advisory agreement with BDCA Venture Adviser, LLC (the “Adviser”) failed to receive the required vote of the stockholders and was not adopted by the Company’s stockholders.

The detailed preliminary voting results for the 2015 Annual Meeting are contained in Form 8-K filed with the SEC on July 14, 2015.

The results of the election of directors and two Bulldog proposals are based on preliminary voting results, and are subject to change. The Company intends to file an amendment to its Current Report on Form 8-K to announce such final results and outcomes.

About BDCA Venture, Inc.

BDCA Venture, Inc. (www.BDCV.com) is a closed-end fund regulated as a business development company under the Investment Company Act of 1940, as amended, that seeks to maximize total return by generating current income through debt investments in growth companies and, to a lesser extent, through capital appreciation. BDCA Venture’s shares are listed on Nasdaq under the ticker symbol “BDCV.”

Forward-Looking Statements

This press release may contain statements of a forward-looking nature relating to future events. These forward-looking statements are subject to the inherent uncertainties in predicting future results and conditions. These statements reflect BDCA Venture’s current beliefs, and a number of important factors could cause actual results to differ materially from those expressed in this press release, including the factors set forth in “Risk Factors” set forth in BDCA Venture’s Form 10-K and Form 10-Q filed with the Securities and Exchange Commission (“SEC”), and subsequent filings with the SEC. Please refer to BDCA Venture’s SEC filings for a more detailed discussion of the risks and uncertainties associated with its business, including but not limited to the risks and uncertainties associated with investing in micro- and small-cap companies. Except as required by the federal securities laws, BDCA Venture undertakes no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise. The reference to BDCA Venture’s website has been provided as a convenience, and the information contained on such website is not incorporated by reference into this press release.

CONTACT:
BDCA Venture, Inc.
Investor Relations Contact:
Andrew G. Backman, 917-475-2135
Investor Relations / Public Relations
abackman@rcscapital.com
or
Matthew L. Furbish, 917-475-2153
Investor Relations
mfurbish@rcscapital.com

Crossroads Capital, Inc. (NASDAQ:XRDC)
Historical Stock Chart
From Jun 2024 to Jul 2024 Click Here for more Crossroads Capital, Inc. Charts.
Crossroads Capital, Inc. (NASDAQ:XRDC)
Historical Stock Chart
From Jul 2023 to Jul 2024 Click Here for more Crossroads Capital, Inc. Charts.