Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
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On September 26, 2018, each of the following directors of FS
Investment Corporation (the Company) tendered his resignation from the board of directors of the Company (the Board): Gregory P. Chandler, Barry H. Frank, Philip E. Hughes, Jr. and Pedro A. Ramos (collectively, the
Resigning Directors). Each resignation will become effective automatically upon, and subject to, the conditions discussed below. None of the Resigning Directors is resigning from the Board as a result of any disagreement on any matter
relating to the Companys operations, policies or practices.
On September 26, 2018, the Board also expanded the size of the
Board from 9 directors to 11 directors (the Board Expansion), which will become effective automatically upon, and subject to, the conditions discussed below.
On September 26, 2018, the Board appointed each of Barbara Adams, Frederick Arnold, Brian R. Ford, Richard Goldstein, Jerel A. Hopkins
and James H. Kropp (the New Directors) to fill the vacancies which may be created by the resignations of the Resigning Directors and the Board Expansion. Each of the New Directors is currently a director of one or more funds advised by
FS/KKR Advisor, LLC (the Advisor) or an affiliate of FS Investments.
The following table sets forth the name of each
Resigning Director or new director seat to be filled, the name of the individual who is proposed to fill the applicable vacancy and class and term such person would fill:
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New Director Seat/Resigning Director
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New Director
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Class (Expiration of Term)
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New Director Seat
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Barbara Adams
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C (2019)
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Barry H. Frank
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Frederick Arnold
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C (2019)
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Gregory P. Chandler
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Jerel A. Hopkins
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C (2019)
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Pedro A. Ramos
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James H. Kropp
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A (2020)
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Philip E. Hughes, Jr.
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Brian R. Ford
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B (2021)
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New Director Seat
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Richard Goldstein
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B (2021)
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None of the New Directors will be interested persons, as defined in Section 2(a)(19) of the
Investment Company Act of 1940, as amended.
The resignations of each of the Resigning Directors, the creation of each vacancy created by
the Board Expansion and the appointment of the New Directors will each become effective automatically upon the latter to occur of (i) the approval by the Companys stockholders of the applicable New Director and (ii) the earlier to
occur of (A) the closing of the transactions contemplated by that certain agreement and plan of merger, dated as of July 22, 2018 (the Merger Agreement), by and among Corporate Capital Trust, Inc. (CCT), IC
Acquisition, Inc., the Company and the Advisor and (B) the termination of the Merger Agreement.
Each New Director, if elected, will
participate in the Companys standard independent director compensation arrangements. The Boards nominating and corporate governance committee recommended, and the Board previously approved, the nomination of Messrs. Arnold and Kropp to
stand for election as directors of the Company at the stockholder meeting convened pursuant to the Merger Agreement. In the Merger Agreement, the Company agreed to use all reasonable best efforts to cause the election of each of Messrs. Arnold
and Kropp to the Board. Other than the foregoing, there is no other arrangement or understanding between the New Directors and any other persons pursuant to which the New Directors were appointed as directors. None of the New Directors is party to
any transaction that would require disclosure under Item 404(a) of Regulation
S-K
promulgated under the Securities Act of 1933, as amended (the Securities Act).
Forward-Looking Statements
Statements
included herein may constitute forward-looking statements as that term is defined in Section 27A of the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended by the Private Securities Litigation
Reform Act of 1995, including statements with regard to future events or the future performance or operations of the Company and CCT (together with Company, the Funds). Words such as believes, expects,
projects, and future or similar