CION Investment Corp. 8-K Summary
Business Context and Reporting Period
This Form 8-K reports on the Annual Meeting of Shareholders held by CION Investment Corporation (CIC) on July 8, 2021. The filing date is July 9, 2021. CIC is a business development company incorporated in Maryland.
Key Financial Metrics
The filing text does not provide specific financial metrics such as revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on corporate governance and shareholder voting outcomes.
Material Changes and Voting Results
Shareholders voted on four proposals. As of the record date (May 10, 2021), 113,514,454 shares were eligible to vote, with 45,754,202 shares voted.
- Proposal 1 (Director Election): Approved. Two director nominees were elected to serve until the 2024 annual meeting.
- Proposal 2 (Listing Charter Amendments): Adjourned. The meeting was adjourned to solicit additional votes.
- Proposal 3 (Advisory Agreement Amendment): Adjourned. The meeting was adjourned to solicit additional votes.
- Proposal 4 (Share Issuance Flexibility): Adjourned. The meeting was adjourned to solicit additional votes.
Director Election Results:
| Nominee | Votes For | Votes Withheld | Broker Non-Votes |
|---|---|---|---|
| Mark Gatto | 43,241,044 | 2,513,158 | 0 |
| Michael A. Reisner | 43,134,131 | 2,620,071 | 0 |
Outlook, Management Commentary, and Risks
The Annual Meeting was adjourned regarding Proposals 2, 3, and 4 to allow additional time for soliciting shareholder votes. A Reconvened Annual Meeting is scheduled for August 9, 2021, at 5:00 p.m. Eastern Time, to be held virtually. Valid proxies from the original meeting remain valid for the reconvened meeting unless revoked. The record date remains May 10, 2021.
The adjourned proposals include amendments to the charter for a future listing on a national securities exchange, changes to the investment advisory agreement (specifically shifting the incentive fee calculation basis), and authorization to issue shares below net asset value.
Key Facts for Investor Verification
- Verify the outcome of the Reconvened Annual Meeting on August 9, 2021, for the three adjourned proposals.
- Confirm the effective date of the amended investment advisory agreement, particularly the change in incentive fee calculation.
- Monitor the status of CIC's listing on a national securities exchange, which is a condition for certain charter amendments.
- Review the definitive proxy statement filed on May 13, 2021, for detailed terms of the adjourned proposals.