Current Report Filing (8-k)
June 23 2020 - 04:55PM
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): June 23,
2020
FS KKR Capital Corp.
(Exact
name of Registrant as specified in its charter)
Maryland |
|
814-00757 |
|
26-1630040 |
(State
or other jurisdiction
of
incorporation)
|
|
(Commission
File
Number)
|
|
(I.R.S.
Employer
Identification
No.)
|
|
|
|
201
Rouse Boulevard
Philadelphia,
Pennsylvania
|
|
19112 |
(Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code:
(215) 495-1150
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:
|
☐ |
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 |
|
FSK |
|
New
York Stock Exchange |
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. |
FS KKR Capital Corp. (the “Company”) held its Annual Meeting of
Stockholders (the “Annual Meeting”) on June 23, 2020. As of April
20, 2020, the record date (the “Record Date”) for the determination
of stockholders entitled to notice of, and to vote at, the Annual
Meeting, 495,032,065
shares of common stock were eligible to be voted in person or by
proxy. As previously announced, on June 15, 2020, the Company
effected a 4 to 1 reverse split of the Company’s shares of common
stock (the “Reverse Stock Split”). As a result of the Reverse
Stock Split, every four shares of the Company’s common stock issued
and outstanding were automatically combined into one share of the
Company’s common stock. As adjusted to give effect to the Reverse
Stock Split, at the close of business on the Record Date, there
would have been 123,758,016 shares of the Company’s common stock
(instead of 495,032,065), constituting all of
the outstanding voting securities of the Company. The Reverse Stock
Split did not modify the rights or preferences of the Company’s
common stock. Of the eligible shares of common stock to be voted,
61,694,461 were voted in person or by proxy at the Annual
Meeting.
Stockholders were asked to consider and act upon the following
proposals, each of which was described in the Company’s definitive
proxy statement filed with the Securities and Exchange Commission
(the “SEC”) on April 21, 2020:
|
● |
Proposal No. 1 – to elect the following individuals as
Class A Directors, each of whom has been nominated for
election for a three year term expiring at the 2023 annual meeting
of the stockholders: (a) Elizabeth J. Sandler,
(b) Michael J. Hagan, (c) Jeffrey K. Harrow and
(d) James H. Kropp (the “Director
Proposal”); |
|
● |
Proposal No. 2 – to approve
a proposal to allow the
Company in future offerings to sell its shares below net asset
value per share in order to provide flexibility for future
sales (the “Share Issuance Proposal”). |
All director nominees listed in the Director Proposal were elected
by the Company’s stockholders at the Annual Meeting. The
votes for, votes withheld and broker non-votes for each director
nominee are set forth below:
Director
Nominee |
Votes
For |
Votes
Withheld |
Broker
Non-Votes |
Elizabeth J. Sandler |
58,820,911 |
2,873,550 |
0 |
Michael J. Hagan |
54,610,389 |
7,084,072 |
0 |
Jeffrey
K. Harrow |
54,182,708 |
7,511,753 |
0 |
James
H. Kropp |
57,771,443 |
3,923,018 |
0 |
On June 23, 2020, the Company adjourned the Annual Meeting with
respect to the Share Issuance Proposal to permit additional time to
solicit stockholder votes for such proposal. The reconvened meeting
(the “Reconvened Meeting”) will be held on July 15, 2020 at 10:00
a.m., Eastern Time, at 201 Rouse Boulevard, Philadelphia,
Pennsylvania 19112. Valid proxies submitted prior to the Annual
Meeting will continue to be valid for the Reconvened Meeting,
unless properly changed or revoked prior to votes being taken at
the Reconvened Meeting. The record date of April 29, 2020 will
remain the same for the Reconvened Meeting.
The Company previously disclosed that certain directors and
officers of the Company and affiliates and employees of owners of
the Company’s investment advisor, FS/KKR Advisor, LLC, committed
approximately $18 million to an investment fund with aggregate
commitments of up to approximately $124 million established to
invest from time to time in shares of the Company. The governing
documents of such investment fund have been amended to permit such
investment fund to also invest from time to time in shares of the
Company’s affiliate, FS KKR Capital Corp. II. There can be no
assurance that this investment fund will purchase any Company
shares.
Forward-Looking Statements
Statements included herein may constitute “forward-looking”
statements as that term is defined in Section 27A of the Securities
Act of 1933, 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. Words such as
“anticipates,” “will,” “believes,” “expects,” “projects,” and
“future” or similar expressions are intended to identify
forward-looking statements. These forward-looking statements are
subject to the inherent uncertainties in predicting future results
and conditions. Certain factors could cause actual results to
differ materially from those projected in these forward-looking
statements. Factors that could cause actual results to differ
materially include changes in the economy, risks associated with
possible disruption to the Company’s operations or the economy
generally due to terrorism, natural disasters or pandemics such as
COVID-19, future changes in laws or regulations and conditions in
the Company’s operating area, unexpected costs, and the investment
fund may not purchase Company shares as anticipated or at all. Some
of these factors are enumerated in the filings the Company made
with the U.S. Securities and Exchange Commission. The inclusion of
forward-looking statements should not be regarded as a
representation that any plans, estimates or expectations will be
achieved. Any forward-looking statements speak only as of the date
of this communication. Except as required by federal securities
laws, the Company undertakes no obligation to update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise. Readers are cautioned not to place
undue reliance on any of these forward-looking statements.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, the Registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly
authorized.
|
|
|
|
FS
KKR Capital Corp. |
|
|
|
Date:
June 23, 2020 |
By: |
/s/
Stephen Sypherd
|
|
|
|
Stephen
Sypherd |
|
|
General
Counsel |