0001144204-14-031798.txt : 20140516 0001144204-14-031798.hdr.sgml : 20140516 20140516172502 ACCESSION NUMBER: 0001144204-14-031798 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20140515 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20140516 DATE AS OF CHANGE: 20140516 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TCP Capital Corp. CENTRAL INDEX KEY: 0001370755 IRS NUMBER: 562594706 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 814-00899 FILM NUMBER: 14852545 BUSINESS ADDRESS: STREET 1: 2951 28TH STREET STREET 2: SUITE 1000 CITY: SANTA MONICA STATE: CA ZIP: 90405 BUSINESS PHONE: 310-566-1000 MAIL ADDRESS: STREET 1: 2951 28TH STREET STREET 2: SUITE 1000 CITY: SANTA MONICA STATE: CA ZIP: 90405 FORMER COMPANY: FORMER CONFORMED NAME: Special Value Continuation Fund, LLC DATE OF NAME CHANGE: 20060728 8-K 1 v378882_8k.htm 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) May 16, 2014 (May 15, 2014)

TCP CAPITAL CORP.
(Exact Name of Registrant as Specified in Charter)

Delaware	814-00899	56-2594706
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification No.)

2951 28^th Street, Suite 1000
Santa Monica, California	90405
(Address of Principal Executive Offices)	(Zip Code)

Registrant's telephone number, including area code (310) 566-1000

(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))

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

At 9:00 a.m. (Pacific Time) on May 15, 2014, TCP Capital Corp. ("TCPC") held its 2014 Annual Meeting of Stockholders at DoubleTree Suites, 1707 Fourth Street, Santa Monica, California 90401-3310 (the "Meeting"). At the Meeting, TCPC's common stockholders voted on two proposals, both of which were approved. The proposals are described in detail in TCPC’s definitive proxy statement for the Meeting as filed with the Securities and Exchange Commission (the "SEC") on March 19, 2014. As of March 17, 2014, the record date, TCPC had 36,199,916 shares of common stock outstanding, which included 2,743,238 shares owned by affiliates. The final voting results from the Meeting were as follows:

Proposal 1. TCPC's stockholders elected five directors to the Board of Directors of TCPC. Each of Eric J. Draut, Franklin R. Johnson, Peter E. Schwab, Howard M. Levkowitz, and Rajneesh Vig will serve until the 2015 Annual Meeting and until his successor is duly elected and qualifies or until his earlier resignation, removal from office, death or incapacity. The five directors were re-elected pursuant to the voting results set forth below:

Name	For	Withheld	Broker Non-Votes
Eric J. Draut	19,352,884	1,414,925	0
Franklin R. Johnson	19,397,374	1,370,435	0
Peter E. Schwab	19,976,342	791,467	0
Howard M. Levkowitz	19,986,512	781,297	0
Rajneesh Vig	18,822,991	1,944,818	0

Proposal 2. TCPC's stockholders approved a proposal to authorize the TCPC, with the approval of its Board of Directors, to sell or otherwise issue shares of its common stock (during the next 12 months) at a price or prices below TCPC's then current net asset value per share in one or more offerings subject to certain limitations described in detail in TCPC’s definitive proxy statement as filed with the SEC on March 19, 2014 (including, without limitation, that the number of shares sold on any given date does not exceed 25% of TCPC's then outstanding common stock immediately prior to such sale). The vote on the proposal, adjusted for 2,743,238 affiliated shares that voted for the proposal, was as follows:

For	Against	Abstained	Broker Non-Votes
15,918,912	1,913,969	191,690	0

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.

TCP CAPITAL CORP.

Date: May 16, 2014

By: /s/ Paul L. Davis
Name: Paul L. Davis
Title: Chief Financial Officer