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): January 30, 2019
Tri-Continental Corporation
(Exact name of registrant as specified in its charter)
| MARYLAND | 811-00266 | 13-5441850 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| 225 Franklin Street, Boston, Massachusetts | 02110 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (800)-345-6611
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):
| ☐ | 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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
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. ☐
SECTION 7 — REGULATION FD
Item 7.01 Regulation FD Disclosure.
Registrant is furnishing as Exhibit 99.1 the attached Press Release dated January 30, 2019 for Tri-Continental Corporation.
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Exhibit Index
| Exhibit No. |
Description | |
| 99.1 | Press Release | |
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SIGNATURE
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: January 30, 2019
| TRI-CONTINENTAL CORPORATION | ||
| By: | /s/ Joseph D’Alessandro | |
| Joseph D’Alessandro | ||
| Assistant Secretary | ||
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| Stockholder contact: | Kevin Howley 617-385-9517 kevin.howley@columbiathreadneedle.com | |
| Media contact: | Elizabeth Kennedy 617-897-9394 liz.kennedy@ampf.com | |
TRI-CONTINENTAL CORPORATION
ANNOUNCEMENTS REGARDING
89th ANNUAL MEETING OF STOCKHOLDERS
Boston, MA, January 30, 2019 — The Board of Directors (the Board) of Tri-Continental Corporation (the Corporation) (NYSE: TY) today held a meeting at which its members announced their consideration and unanimous nomination of Anthony M. Santomero to the Corporation’s Board, filling a seat vacated by Mr. William P. Carmichael due to his retirement from the Board on December 31, 2018. In addition to his duties as a director, Dr. Santomero will also serve on the Board’s Audit Committee, Board Governance Committee, Contracts Committee, and Investment Review Committee. Dr. Santomero currently serves on the board of trustees of certain of the mutual fund boards within the Columbia Funds Complex and is nominated to serve on the board of another Columbia closed-end fund. Additional biographical information for Dr. Santomero is included below.
At the Corporation’s 89th Annual Meeting of Stockholders to be held on April 16, 2019 (the Meeting) in Minneapolis, MN, Stockholders will be asked to elect Dr. Santomero and to re-elect two other directors to the Board, each to hold office until the 2022 Annual Meeting of Stockholders, and all until their successors are elected and qualify; to consider the ratification of the Board’s selection of PricewaterhouseCoopers LLP as the Corporation’s independent registered public accounting firm for the 2019 fiscal year; and to consider such other matters as may properly come before the Meeting or any postponement or adjournment thereof. This and other information relating to the Meeting, including additional details of the Meeting place and time, will be described in a notice of meeting and proxy statement that the Corporation intends to file with the Securities and Exchange Commission.
As previously announced on December 13, 2018, the close of business on February 26, 2019 has been fixed by the Board as the record date for the determination of Stockholders entitled to notice of, and to vote at, the Meeting or any postponement or adjournment thereof.
Anthony M. Santomero – Dr. Santomero is the former President of the Federal Reserve Bank of Philadelphia. He holds the title of Richard K. Mellon Professor Emeritus of Finance at the Wharton School of the University of Pennsylvania and serves on the boards of several public companies, including the Board of Citigroup, Inc., Citibank N.A., Renaissance Reinsurance Company Ltd and the Penn Mutual Life Insurance Company. He previously served as Senior Advisor at McKinsey & Company and was the Richard K. Mellon Professor of Finance at the University of Pennsylvania’s Wharton School. During his 30-year tenure at Wharton, he held a number of academic and managerial positions, including Deputy Dean of the School. He has written approximately 150 articles, books and monographs on financial sector regulation and economic performance. Dr. Santomero will be retiring from the Board of Citigroup, Inc. and Citibank N.A. effective April 1, 2019.
The Corporation is managed by Columbia Management Investment Advisers, LLC. This material is distributed by Columbia Management Investment Distributors, Inc., member FINRA.
Investors should consider the investment objectives, risks, charges, and expenses of the Corporation carefully before investing. A prospectus containing information about the Corporation (including its investment objectives, risks, charges, expenses, and other information about the Corporation) may be obtained by contacting your financial advisor or visiting columbiathreadneedleus.com. The prospectus should be read carefully before investing in the Corporation. For more information, please call 1-800-345-6611 or visit columbiathreadneedleus.com.
Investment products are not federally or FDIC-insured, are not deposits or obligations of, or guaranteed by any financial institution, and involve investment risks including possible loss of principal and fluctuation in value.
© 2019 Columbia Management Investment Advisers, LLC. All rights reserved.
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