0001144204-14-040064.txt : 20140627 0001144204-14-040064.hdr.sgml : 20140627 20140627160021 ACCESSION NUMBER: 0001144204-14-040064 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20140627 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20140627 DATE AS OF CHANGE: 20140627 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MONROE CAPITAL Corp CENTRAL INDEX KEY: 0001512931 IRS NUMBER: 274895840 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 814-00866 FILM NUMBER: 14945987 BUSINESS ADDRESS: STREET 1: 311 SOUTH WACKER DRIVE STREET 2: SUITE 6400 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 312-258-8300 MAIL ADDRESS: STREET 1: 311 SOUTH WACKER DRIVE STREET 2: SUITE 6400 CITY: CHICAGO STATE: IL ZIP: 60606 8-K 1 v382672_8k.htm CURRENT REPORT

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) June 27, 2014

Monroe Capital Corporation

(Exact name of registrant as specified in its charter)

Maryland

(State or other jurisdiction of incorporation)

814-00866	27-4895840
(Commission File Number)	(IRS Employer Identification No.)

311 South Wacker Drive, Suite 6400, Chicago, IL	60606
(Address of principal executive offices)	(Zip Code)

(312) 258-8300

(Registrant’s telephone number, including area code)

(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))

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

On June 27, 2014, Monroe Capital Corporation (the “Company”) reconvened its 2014 annual meeting of stockholders (the “Meeting”), which was previously adjourned on June 25, 2014, to consider Proposals 1 and 2 as described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 30, 2014 (the “Proxy Statement”). A summary of the matters voted upon by stockholders is set forth below.

Proposal 1—Election of Class II Directors

The following individuals, constituting all of the nominees named in the Proxy Statement, were elected as Class II directors to serve until the 2017 annual meeting of stockholders and until their successors have been duly elected and qualified. The following votes were taken in connection with this proposal:

	For		Withheld
Jeffrey A. Golman		4,223,143		796,244
Jorde M. Nathan		4,382,518		636,869
Aaron D. Peck		4,219,670		799,717

Proposal 2—Approval to Sell Shares of Common Stock Below Net Asset Value

The Company’s stockholders approved a proposal to authorize flexibility for the Company, with the approval of its Board of Directors, to sell shares of its common stock during the next twelve months at a price below its then-current net asset value per share, subject to certain limitations as set forth in the Proxy Statement. The following votes were taken in connection with this proposal:

	For			Against			Abstain
With Affiliates		3,831,459			605,278			582,648
% of shares voted		76.33	%		12.06	%		11.61	%
Without Affiliates		3,636,211			605,278			582,648
% of shares voted		75.38	%		12.55	%		12.08	%

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.

	MONROE CAPITAL CORPORATION


	By:	/s/ Aaron D. Peck
	Name: Title:	Aaron D. Peck Chief Financial Officer

Dated: June 27, 2014