FS KKR Capital Corp (FS Investment Corporation) - 8-K Summary
Business Context and Reporting Period
This Form 8-K, dated August 28, 2013, reports the results of a reconvened Annual Meeting of Stockholders for FS Investment Corporation. The meeting was held to solicit additional votes on two charter amendment proposals after previous adjournments on June 20, July 17, August 6, and August 26, 2013.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on corporate governance and stockholder voting results.
Material Changes and Voting Results
As of the record date (April 30, 2013), 253,471,022 shares were eligible to vote. As of August 28, 2013, 187,014,848 shares were voted. Both proposals were approved by the requisite number of votes:
- Proposal No. 8: Amendment to remove references to NASAA Omnibus Guidelines.
- Votes For: 170,519,380
- Votes Against: 3,865,043
- Abstentions: 7,817,541
- Broker Non-Votes: 4,812,884
- Proposal No. 9: Amendment to increase the vote threshold to 80% for specific charter changes and liquidation.
- Votes For: 169,651,964
- Votes Against: 5,323,817
- Abstentions: 7,226,183
- Broker Non-Votes: 4,812,884
Outlook and Governance Implications
The approved amendments will become effective upon a future listing of the Company's outstanding shares on a national securities exchange. Key governance changes include:
- Removal of references to the North American Securities Administrators Association (NASAA) Omnibus Guidelines.
- Requirement of an 80% supermajority vote to effect changes to certain Charter provisions.
- Requirement of an 80% supermajority vote to liquidate the Company or amend provisions regarding the board of directors' composition and election.
Investor Verification Checklist
- Verify the specific date of the future listing on a national securities exchange required to trigger the effectiveness of the charter amendments.
- Review the definitive proxy statement filed on May 9, 2013, for detailed descriptions of the charter amendments.
- Confirm the current status of the Company's listing and whether the 80% voting threshold is now active.