UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Item 5.07 Submission of Matters to a Vote of Security Holders.
The matters approved by shareholders as described below will not take effect unless certain subsequent conditions are met. These conditions are described in detail in a Transaction Agreement that was filed as Exhibit 10.1 to Form 8-K on January 12, 2023. As of the January 23, 2023, record date for each of the matters, there were 10,380,002.924 shares outstanding.
At a Special Meeting of Shareholders of Vertical Capital Income Fund (the “Fund”) held on June 15, 2023 (Special Meeting #1), shareholders voted to elect five trustee nominees. The trustee nominees and their term of service are described in detail in the Fund’s Proxy Statement filed with the Securities and Exchange Commission on May 22, 2023.
| Nominee | For | Withheld | Broker Non-Votes |
| Mark Garbin | 5,492,465.696 | 560,823.759 | 0 |
| Sanjeev Handa | 5,489,495.046 | 563,794.409 | 0 |
| Joan McCabe | 5,476,196.831 | 577,092.624 | 0 |
| Brian Marcus | 5,458,933.338 | 594,356.117 | 0 |
| Lauren Basmadjian | 5,475,586.509 | 577,702.946 | 0 |
At a Special Meeting of Shareholders of the Fund held on June 15, 2023 (Special Meeting #2), shareholders voted to approve an investment advisory agreement between the Fund and a new investment adviser, Carlyle Global Credit Investment Management L.L.C.; as well as other changes to the Fund’s policies and governing documents as described below. These matters are described in detail in the Fund’s Proxy Statement filed with the Securities and Exchange Commission on May 22, 2023.
| Proposals | For | Against | Abstentions |
| To approve an investment advisory agreement between the Fund and a new investment adviser, Carlyle Global Credit Investment Management L.L.C. | 5,587,117.979 | 601,839.917 | 11,626.045 |
| To approve a change in the Fund's classification from a diversified investment company to a non-diversified investment company. | 5,574,514.322 | 605,410.520 | 20,659.099 |
| To approve a change in the Fund's industry concentration policy from concentrated in the mortgage-related industry to non-concentrated. | 5,582,105.686 | 603,430.655 | 15,047.600 |
| To approve a change in the Fund's Declaration of Trust that would increase the shareholder approval threshold in a contested Trustee election to a majority of shares outstanding. | 5,503,242.095 | 682,476.063 | 14,865.783 |
| To approve a change to the Fund's Declaration of Trust to require shareholders representing at least 10% of shares to join in a derivative action when the demand on the Board is not excused. | 5,461,116.474 | 706,796.674 | 32,670.793 |
| To approve a change to the Fund's Declaration of Trust to add a Delaware state court exclusive jurisdiction clause. | 5,486,806.308 | 698,682.335 | 15,095.298 |
| To approve a change to the Fund's Declaration of Trust stating that the Fund may only be dissolved upon approval of at least 80% of the Trustees. | 5,354,312.722 | 833,016.407 | 13,254.812 |
| To approve certain vote threshold changes to the Declaration of Trust as follows. To approve certain merger or similar transaction conditions such that a merger or similar transactions with a Principal Shareholder shall require approval from a majority of the Trustees then in office and the affirmative vote of at least 75% of the outstanding Shares, excluding the Shares held by a Principal Shareholder party to the proposed transaction. Notwithstanding the above, approval of a majority of the Trustees then in office and 75% of the Continuing Trustees (those who have been on the board for at least 36 months or was nominated by a majority of Trustees serving for at least such time when nominated) would not require shareholder approval. Additionally, if at least 80% of the Trustees have approved a memorandum of understanding with the Principal Shareholder regarding a proposed transaction, only a Majority Shareholder Vote shall be required. | 5,348,914.218 | 839,615.536 | 12,054.187 |
| To approve increase to shareholder vote threshold to approve changes to Declaration of Trust as follows. No amendment may be made to Section 2.1 (Number and Qualification of Trustees), Section 2.2 (Term and Election of Trustees), Section 2.3 (Resignation and Removal of Trustees), Section 11.2(a)(Dissolution), Section 11.3 (Amendment Procedure), Section 11.4 (Merger, Consolidation and Sale of Assets) or Section 11.6 (Certain Transactions with Principal Shareholders) and no amendment that would change any rights with respect to any shares of the Fund by reducing the amount payable thereon upon liquidation of the Fund or by diminishing or eliminating any voting rights pertaining thereto except after a majority of the Trustees have approved a resolution therefor, and at least 75% of the outstanding shares have approved, unless the amendment was approved by 80% of the Trustees, in which case approval by a Majority Shareholder Vote is required. A "Majority Shareholder Vote" shall mean a vote of "a majority of the outstanding voting securities," as such term is defined in the 1940 Act. Nothing contained in the Declaration of Trust shall permit the amendment of the Declaration of Trust to impair the exemption from personal liability of the shareholders, Trustees, officers, employees and agents of the Fund or to permit assessments upon shareholders. | 5,308,809.395 | 872,017.832 | 19,756.714 |
| To approve of all other changes to the Fund's Declaration of Trust not addressed in Proposals 5-10. | 5,502,474.755 | 672,604.122 | 25,505.064 |
| To approve Amended and Restated By-Laws for the Fund. | 5,523,156.655 | 651,100.890 | 26,326.396 |
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.
| Date: June 15, 2023 | Vertical Capital Income Fund | ||
| By: | /s/ Jason Mattox | ||
| Jason Mattox | |||
| Secretary | |||