Current Report Filing (8-k)
July 15 2020 - 5:00PM
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): July 15, 2020
FS
KKR Capital Corp.
(Exact
name of Registrant as specified in its charter)
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Maryland
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814-00757
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26-1630040
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(I.R.S.
Employer
Identification
No.)
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201
Rouse Boulevard
Philadelphia,
Pennsylvania
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19112
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(Address
of principal executive offices)
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(Zip
Code)
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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:
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☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange
on
which registered
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Common
stock
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FSK
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New
York Stock Exchange
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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).
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☐
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Emerging
growth company
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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.
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Submission
of Matters to a Vote of Security Holders.
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FS
KKR Capital Corp. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”) on June
23, 2020. On June 23, 2020, the Company adjourned the Annual Meeting with respect to the Share Issuance Proposal (as defined below)
to permit additional time to solicit stockholder votes for such proposal. The reconvened meeting (the “Reconvened Meeting”)
was held on July 15, 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 Reconvened 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, 63,984,787 were voted in person or by
proxy at the Reconvened 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:
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•
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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).
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The
Share Issuance Proposal was approved by the Company’s stockholders at the Reconvened Meeting. The votes for, votes against,
abstentions and broker non-votes are set below:
Votes
For
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Votes
Against
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Abstentions
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Broker
Non-Votes
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49,251,223
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11,127,811
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3,605,753
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0
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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.
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FS
KKR Capital Corp.
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Date:
July 15, 2020
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By:
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/s/
Stephen Sypherd
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Stephen
Sypherd
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General
Counsel
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