Form 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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) February 16, 2012

 

 

Gladstone Capital Corporation

(Exact name of Registrant as specified in its charter)

 

 

 

Maryland   814-00237   54-2040781

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

1521 Westbranch Drive, Suite 200

McLean, Virginia

  22102
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (703) 287-5800

 

 

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))

 

 

 


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

On February 16, 2012, Gladstone Capital Corporation (the “Company”) held its 2012 Annual Meeting of Stockholders (the “Annual Meeting”). There were present at the Annual Meeting in person or by proxy stockholders holding an aggregate of 18,820,475 shares of the Company’s common stock and 1,522,582 shares of preferred stock. The following matters were submitted to the stockholders for consideration:

 

  1. To elect three directors, as outlined below:

 

  (a) Two directors to be elected by the holders of common stock and preferred stock, voting together as a single class, such directors to serve until the 2015 Annual Meeting of Stockholders, or until their successors are elected and qualified; and

 

  (b) One director to be elected by the holders of the preferred stock, voting as a single class, such director to serve until the 2015 Annual Meeting of Stockholders, or until his successor is elected and qualified;

 

  2. To approve a proposal to authorize the Company to issue and sell shares of the Company’s common stock at a price below its then current net asset value per share subject to certain limitations;

 

  3. To ratify the selection by the Audit Committee of the Company’s Board of Directors of PricewaterhouseCoopers LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2012.

The voting results, as tabulated by and received from the inspector of election for the Annual Meeting, relating to the matters voted upon indicate that: Terry Lee Brubaker, David A.R. Dullum and John Reilly were elected to serve as directors until the 2015 Annual Meeting of Stockholders, or until their successors are elected and qualified; and proposals 2 and 3 were also approved by the Company’s stockholders. The full voting results are as follows:

1(a.) Election of two director nominees to hold office until the 2015 Annual Meeting of Stockholders:

Such matter was voted upon by the stockholders holding common stock and preferred stock, voting together as a single class.

 

     For      Against      Abstain      Broker
Non-Vote
 

Terry Lee Brubaker

     13,720,980         615,493         302,343         5,704,241   

David A.R. Dullum

     13,544,302         774,787         319,727         5,704,241   

Continuing directors whose terms did not expire at the Annual Meeting were as follows: Paul W. Adelgren, John H. Outland and David Gladstone (each serving until the 2013 Annual Meeting of Stockholders), and Michela English, Anthony W. Parker and George Stelljes III (each serving until the 2014 Annual Meeting of Stockholders).

1(b). Election of director nominee to hold office until the 2015 Annual Meeting of Stockholders:

Such matter was voted upon solely by the stockholders holding preferred stock.

 

     For      Against      Abstain      Broker
Non-Vote
 

John Reilly

     778,511         11,228         32,750         700,093   

2. Ratification of proposal to authorize the Company, with the approval of its Board of Directors, to issue and sell shares of the Company’s common stock (during the next 12 months) at a price below its then current net asset value per share, subject to certain limitations (including that the cumulative number of shares issued and sold pursuant to such authority does not exceed 25% of the Company’s then outstanding common stock immediately prior to each such sale):

Such matter was voted upon by the stockholders holding common stock and preferred stock, voting together as a single class. As required by the Investment Company Act of 1940, as amended, this proposal was also approved by a majority of the Company’s non-affiliated stockholders.

 

For      Against      Abstain      Broker
Non-Vote
 
  12,070,844         2,181,237         386,735         5,704,241   


3. Ratification of the selection by the Audit Committee of the Company’s Board of Directors of PricewaterhouseCoopers LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2012:

Such matter was voted upon by the stockholders holding common stock and preferred stock, voting together as a single class.

 

For      Against      Abstain  
  19,604,376         369,051         369,630   


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.

 

  Gladstone Capital Corporation
  (Registrant)
 

By: /s/ David Watson

February 21, 2012   (David Watson, Chief Financial Officer)