UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Current Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
August 26, 2024 (
(Exact name of registrant as specified in its charter)
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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:
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the
registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities
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If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act.
Item 5.07. Submission of Matters to a Vote of Security Holders
On August 22, 2024, Runway Growth Finance Corp. (the “Company”) held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”). The Company submitted two (2) matters to the vote of its stockholders, each of which is described in detail in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on July 3, 2024.
As of the close of business on July 1, 2024, the record date for the Annual Meeting, there were 38,547,295 shares of the Company’s common stock outstanding and entitled to vote at the Annual Meeting. A summary of the matters voted upon by the Company’s stockholders at the Annual Meeting is set forth below.
Proposal 1: Election of Directors
The Company’s stockholders re-elected three directors to the Board of Directors, including Julie Persily and John F. Engel to serve until the 2027 Annual Meeting of Stockholders and until his or her successor is duly elected and qualified, and Gregory M. Share to serve for the remainder of the Class III director term until the 2025 Annual Meeting of Stockholders and until his successor is duly elected and qualified. The following votes were taken in connection with this proposal:
| Name | For | Withhold | Broker Non-Votes | |||
| Julie Persily | 15,216,445 | 2,153,024 | 8,867,737 | |||
| John F. Engel | 15,225,321 | 2,144,149 | 8,867,736 | |||
| Gregory M. Share | 17,253,837 | 115,633 | 8,867,736 |
Proposal 2: Ratification of the selection of RSM US LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024
The Company’s stockholder ratified the selection of RSM US LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024. The following votes were taken in connection with this proposal:
| For | Against | Abstain | Broker Non-Votes | |||
| 26,011,676 | 156,184 | 69,349 | 0 |
Item 9.01. Financial Statements and Exhibits
(d) Exhibits:
| Exhibit Number |
Description | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| Date: August 26, 2024 | RUNWAY GROWTH FINANCE CORP. | |
| By: | /s/ Thomas B. Raterman | |
| Thomas B. Raterman | ||
| Chief Operating Officer, Chief Financial Officer, Treasurer and Secretary | ||