MidCap Financial Investment Corp false 0001278752 0001278752 2024-06-21 2024-06-21 0001278752 us-gaap:CommonStockMember 2024-06-21 2024-06-21 0001278752 us-gaap:DeferrableNotesMember 2024-06-21 2024-06-21

 

 

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 21, 2024

 

 

MidCap Financial Investment Corporation

(Exact name of Registrant as specified in its charter)

 

 

 

Maryland   814-00646   52-2439556

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

9 West 57th Street

New York, New York

  10019
(Address of principal executive offices)   (Zip Code)

(Registrant’s telephone number, including area code): (212) 515-3450

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 (see General Instruction A.2. below):

 

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, $0.001 par value   MFIC   NASDAQ Global Select Market
8.00% Notes due 2028   MFICL   NASDAQ Global Select Market

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

Annual Meeting:

On June 21, 2024, Midcap Financial Investment Corporation (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved two proposals. The proposals are described in detail in the Company’s definitive proxy statement for the Annual Meeting as filed with the Securities and Exchange Commission (the “SEC”) on April 29, 2024. As of April 22, 2024 the record date, 65,253,275 shares of the Company’s common stock were eligible to vote.

Proposal 1: The Company’s stockholders elected three Class II Directors of the Company, who will each serve a term of three years, or until his or her successor is duly elected and qualified, as follows:

 

Name of Director

   FOR      WITHHELD      BROKER
NON-VOTE
 

R. Rudolph Reinfrank

     22,841,666        10,029,664        17,273,119  

Barbara Matas

     22,872,659        9,998,671        17,273,119  

John J. Hannan

     31,903,702        967,628        17,273,119  

Proposal 2: The Company’s stockholders ratified the selection of Deloitte & Touche LLP as an independent registered public accounting firm of the Company for the fiscal year ending December 31, 2023, as follows:

 

FOR

 

WITHHELD

 

ABSTAIN

 

BROKER
NON-VOTE

48,982,533   556,710   605,206   — 


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

MIDCAP FINANCIAL INVESTMENT CORPORATION
By:  

/s/ Kristin Hester

Name:   Kristin Hester
Title:   Chief Legal Officer and Secretary

Date: June 24, 2024

[Signature Page to Midcap Financial Investment Corporation 8-K]