0001104659-11-053837.txt : 20110928 0001104659-11-053837.hdr.sgml : 20110928 20110928172838 ACCESSION NUMBER: 0001104659-11-053837 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20110927 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20110928 DATE AS OF CHANGE: 20110928 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SARATOGA INVESTMENT CORP. CENTRAL INDEX KEY: 0001377936 IRS NUMBER: 204876925 STATE OF INCORPORATION: MD FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 814-00732 FILM NUMBER: 111113008 BUSINESS ADDRESS: STREET 1: 535 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212 750-3343 MAIL ADDRESS: STREET 1: 535 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: GSC INVESTMENT CORP. DATE OF NAME CHANGE: 20070321 FORMER COMPANY: FORMER CONFORMED NAME: GSC Investment LLC DATE OF NAME CHANGE: 20061011 8-K 1 a11-27101_18k.htm 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) September 27, 2011

 

SARATOGA INVESTMENT CORP.

(Exact Name of Registrant as Specified in Charter)

 

Maryland

 

1-33376

 

20-8700615

(State or Other Jurisdiction
of Incorporation)

 

(Commission
File Number)

 

(IRS Employer
Identification No.)

 

535 Madison Avenue

New York, New York

 

10022

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code (212) 750-3343

 

Not Applicable

 (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):

 

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o    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 September 27, 2011, Saratoga Investment Corp. (the “Company”) held its 2011 Annual Meeting of Stockholders (the “Annual Meeting”). As of August 15, 2011, the record date for the Annual Meeting, 3,277,077 shares of common stock were eligible to be voted, and 2,491,696 of those shares were voted in person or by proxy at the Annual Meeting.  The following matters were submitted at the Annual Meeting to the stockholders for consideration:

 

1.               To elect G. Cabell Williams and Michael J. Grisius as directors of the Company, each to serve until the 2014 Annual Meeting of Stockholders or until their successors are duly elected and qualified; and

 

2.               To approve a proposal to authorize the Company to sell or otherwise issue the Company’s common stock at a price per share below the Company’s then current net asset value per share.

 

Proposal 1 — Election of Directors

 

All nominees as listed in the Company’s 2011 proxy statement were elected to serve until the 2014 Annual Meeting of Stockholders or until their successors are duly elected and qualified.  The following votes were taken in connection with this proposal:

 

Director Nominee

 

Votes For

 

Votes Withheld

 

 

 

 

 

 

 

G. Cabell Williams

 

2,026,629

 

465,067

 

 

 

 

 

 

 

Michael J. Grisius

 

2,015,796

 

475,900

 

 

Proposal 2 — Issuance of Shares Below Net Asset Value

 

The proposal to authorize the Company to sell or otherwise issue the Company’s common stock at a price per share below the Company’s then current net asset value per share was approved.  On September 26, 2011, the Board of Directors of the Company adopted a policy with respect to this proposal that requires the Company to sell or issue shares of its common stock at an offering price per share that is not less than 85% of the then current net asset value per share.  No change can be made to this policy without the unanimous approval of the Company’s independent directors.  The following votes were taken in connection with this proposal:

 

 

 

Votes For

 

Votes Against

 

Abstentions

 

 

 

 

 

 

 

 

 

All Stockholders

 

1,921,678

 

559,991

 

10,027

 

 

 

 

 

 

 

 

 

All Stockholders Excluding Affiliates*

 

815,850

 

123,234

 

0

 

 

* Of the 3,277,077 shares of the Company’s common stock eligible to vote as of the record date for the Annual Meeting, 1,734,492 shares of the Company’s common stock were held by persons or entities not affiliated with the Company.

 

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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.

 

 

SARATOGA INVESTMENT CORP.

 

 

 

Date:  September 28, 2011

 

 

 

 

 

 

By:

/s/ Richard A. Petrocelli

 

Name:

Richard A. Petrocelli

 

Title:

Chief Financial Officer

 

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