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): December 15, 2014
Triton Pacific Investment Corporation, Inc.
(Exact name of registrant as specified in its charter)
| Maryland | 333-174873 | 45-2460782 |
| (State or other jurisdiction of incorporation or organization) |
Commission File Number |
(I.R.S. Employer Identification No.) |
10877 Wilshire
Blvd., 12th Floor
Los Angeles, CA 90024
(Address of principal executive offices)
(310) 943-4990
(Registrant’s telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last report)
Check the appropriate box below if the Form 8-K 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 1.01. Entry into a Material Definitive Agreement.
On December 15, 2014, Triton Pacific Investment Corporation (the "Company") entered into an agreement (the “Director Agreement”) with its three independent directors, Marshall Goldberg, William Pruitt and Ronald Ruther (collectively, the “Independent Directors”), pursuant to which the Independent Directors agreed to certain revisions to their compensation for serving as members of the Company’s Board. Specifically, effective October 1, 2014, the fees payable to the Independent Directors shall be determined based on the Company’s net assets as of the end of each fiscal quarter and be paid quarterly in arrears as follows:
| Net Asset Value | Annual Cash Retainer Fee |
Board Meeting Fee | Annual Audit Committee Chairperson Fee |
Annual Audit Committee Member Fee |
Audit Committee Meeting Fee | |||||
| $0 to $25 million | — | — | — | — | — | |||||
| $25 million to $75 million | $20,000 | $1,000 | $10,000 | $2,500 | $500 | |||||
| over $75 million | $30,000 | $1,000 | $12,500 | $2,500 | $500 |
In addition, each of the Independent Directors had previously agreed to defer payment of all fees owed to them during the Company’s start-up phase. The total amount of these deferred director fees was $207,250 as of September 30, 2014. Pursuant to the Director Agreement, each of Independent Directors agreed to accept a cash payment from the Company as full and complete satisfaction of all deferred director fees owed to them. The cash payments to each of the Independent Directors were $25,000 for Mr. Ruther and $20,000 for each of Mr. Goldberg and Mr. Pruitt.
Item 9.01 Exhibits.
| (d) | See the Index of Exhibits, incorporated herein by reference. |
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 thereunto duly authorized.
| Dated: December 17, 2014 | Triton Pacific Investment Corporation, Inc. | |
| By | /s/ Craig J. Faggen | |
| Craig J. Faggen Chief Executive Officer (Principal Executive Officer) | ||
INDEX OF EXHIBITS
| Exhibit Number |
Exhibits |
| 10.1 | Agreement dated December 15, 2014 between Triton Pacific Investment Corporation, Inc. and each of Marshall Goldberg, William Pruitt and Ronald Ruther. |
Exhibit 10.1
December 15, 2014
Marshall Goldberg
William Pruitt
Ronald Ruther
Re: Director Compensation
Gentlemen:
Marshall Goldberg (“Goldberg”), William Pruitt (“Pruitt”) and Ronald Ruther (“Ruther”), (collectively the “Independent Directors”) are each members of the board of directors of Triton Pacific Investment Corporation, Inc., a Maryland corporation (the “Company”), and each of them are not an “interested person” of the Company as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended. For their service as directors, the Company had previously agreed to pay the Independent Directors the following: (i) an annual cash retainer of $20,000, plus (ii) $1,000 for every meeting they attend, plus (iii) an annual cash retainer of $10,000 payable to the Chairman of the Audit Committee, plus (iv) an annual fee of $2,500 to the other members of the Audit Committee, plus (v) $500 to each member of the Audit Committee for each Audit Committee meeting. (The fees referenced in (i) through (v) of the preceding sentence are referred to herein collectively as the “Independent Director Fees”).
Since the inception of the Company to date, the Independent Directors have agreed to defer the payment of their Independent Director Fees. The amount of Independent Director Fees that the Independent Directors deferred and are currently owed by the Company to the Independent Directors are as follows (collectively, the “Deferred Director Fees”):
| Independent Director | Deferred Director Fees |
| Goldberg | $63,625 |
| Pruitt | $63,625 |
| Ruther | $80,500 |
| Total | $207,750 |
The Company remains in the development stage and the Company and the Independent Directors have determined that it is in the best interests of the Company and its stockholders to restructure the Independent Director Fees so as not to further hinder the Company’s efforts to exit its development stage. Accordingly, effective October 1, 2014 the Company and the Independent Directors hereby agree as follows:
1. The Company shall pay Goldberg and Pruitt $20,000 each in cash and Ruther $25,000 in cash (collectively the “Cash Payment”) as full and complete consideration of all of the Deferred Director Fees currently owed by the Company to the Independent Directors. Upon payment of the Cash Payment to the Independent Directors, all Deferred Director Fees shall be considered paid and satisfied in full.
2. From and after the date hereof, the Independent Director Fees, including all fees for all annual cash retainer fees, fees for participating in board and committee meetings and annual fees for serving on a committee or as a committee chairperson, shall be determined based on the Company’s net assets as of the end of each fiscal quarter and be paid quarterly in arrears as follows:
| Net Asset Value | Annual Cash Retainer Fee |
Board Meeting Fee | Annual Audit Committee Chairperson Fee |
Annual Audit Committee Member Fee |
Audit Committee Meeting Fee | |||||
| $0 to $25 million | — | — | — | — | — | |||||
| $25 million to $75 million | $20,000 | $1,000 | $10,000 | $2,500 | $500 | |||||
| over $75 million | $30,000 | $1,000 | $12,500 | $2,500 | $500 |
This letter agreement represents the entire agreement among the Company and the Independent Directors relating to the payment of the Independent Director Fees and the Deferred Director Fees and supersedes any prior oral or written agreements related thereto. This letter agreement may be executed in any number of counterparts, each of which shall be deemed an original but all of which together shall be deemed for all purposes to constitute one and the same instrument. A facsimile of an executed counterpart of this letter agreement shall be deemed to be an original executed counterpart of this letter agreement.
If you agree to the terms and provisions of this letter agreement, please evidence such agreement by executing this agreement below.
| Very truly yours, | ||
| TRITON PACIFIC INVESTMENT CORPORATION, INC. | ||
| By: | /s/ Craig Faggen | |
| Craig Faggen, Chief Executive Officer | ||
AGREED AND ACCEPTED:
| /s/ Marshall Goldberg | |
| MARSHALL GOLDBERG | |
| /s/ William Pruitt | |
| WILLIAM PRUITT | |
| /s/ Ronald Ruther | |
| RONALD RUTHER |