0001104659-13-072605.txt : 20130927 0001104659-13-072605.hdr.sgml : 20130927 20130927104200 ACCESSION NUMBER: 0001104659-13-072605 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20130926 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20130927 DATE AS OF CHANGE: 20130927 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: 131118409 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 a13-21341_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 26, 2013

 

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 26, 2013, Saratoga Investment Corp. (the “Company”) held its 2013 Annual Meeting of Stockholders (the “Annual Meeting”).  As of August 16, 2013, the record date for the Annual Meeting, 4,730,116 shares of common stock were eligible to be voted, and 3,777,601 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 Steven M. Looney and Charles S. Whitman III as directors of the Company, to serve until the 2016 Annual Meeting of Stockholders or until his successor is duly elected and qualified;

 

2.              To approve a proposal to authorize the Company to sell or otherwise issue the Company’s common stock at an offering price per share to investors that is not less than 85% of the Company’s then current net asset value per share; and

 

3.              To approve the adjournment of the annual meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the annual meeting to approve the proposal to elect two directors and/or the proposal to sell or issue shares of common stock to investors at a per share price that is less than the Company’s then current net asset value per share.

 

Proposal 1 — Election of Director

 

The nominee listed in the Company’s 2013 proxy statement was elected to serve until the 2016 Annual Meeting of Stockholders or until his successor is duly elected and qualified.  The following votes were taken in connection with this proposal:

 

Director Nominee

 

Votes For

 

Votes Withheld

 

 

 

 

 

 

 

Steven M. Looney

 

3,157,246

 

620,355

 

Charles S. Whitman III

 

3,150,465

 

627,136

 

 

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 an offering price per share to investors that is not less than 85% of the Company’s then current net asset value per share was approved. The following votes were taken in connection with this proposal:

 

 

 

Votes For

 

Votes Against

 

Abstentions

 

 

 

 

 

 

 

 

 

All Stockholders

 

2,702,535

 

1,045,595

 

29,471

 

 

 

 

 

 

 

 

 

All Stockholders Excluding Affiliates*

 

737,527

 

313,864

 

29,471

 

 

* Of the 4,730,116 shares of the Company’s common stock eligible to vote as of the record date for the Annual Meeting, 1,080,862 shares of the Company’s common stock were voted by persons or entities not affiliated with the Company.

 

2


 

Proposal 3 — Adjournment

 

The proposal to approve the adjournment of the annual meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the annual meeting to approve the proposal to elect two directors and/or the proposal to sell or issue shares of common stock to investors at a per share price that is less than the Company’s then current net asset value per share was approved.  The following votes were taken in connection with this proposal:

 

Votes For

 

Votes Against

 

Abstentions

 

 

 

 

 

 

 

2,624,485

 

1,130,716

 

22,400

 

 

3


 

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 27, 2013

 

 

 

 

 

 

By:

/s/ Richard A. Petrocelli

 

Name:

Richard A. Petrocelli

 

Title:

Chief Financial Officer

 

4