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 June 25, 2020. The report was filed on June 26, 2020. As of the record date of April 27, 2020, 113,311,389 shares were eligible to vote, with 80,107,915 shares voted in person or by proxy.
Key Financial Metrics
The filing does not provide comprehensive financial statements, revenue, profit, cash flow, or debt metrics. The only specific financial data point disclosed is the estimated net asset value (NAV) per share of common stock as of June 25, 2020, which was determined to be $7.46.
Material Changes and Voting Results
Shareholders voted on four proposals with the following outcomes:
- Proposal 1 (Election of Directors): Approved. Robert A. Breakstone and Aron I. Schwartz were elected.
- Proposal 2 (Ratification of Auditor): Approved. RSM US LLP was ratified as the independent registered public accounting firm for the fiscal year ending December 31, 2020.
- Proposal 3 (Authorization to Sell Below NAV): Not Approved. Shareholders rejected the authorization to offer and sell shares of common stock at a price below net asset value.
- Proposal 4 (Adjournment): Approved. Shareholders approved the adjournment of the meeting to solicit additional proxies.
Due to the rejection of Proposal 3 and the approval of Proposal 4, the Annual Meeting was adjourned to Tuesday, August 25, 2020, at 5 p.m. Eastern Time, specifically to continue the solicitation of proxies regarding the authorization to sell shares below NAV.
Outlook, Risks, and Management Commentary
Management has scheduled a further solicitation of proxies to address the failed Proposal 3. The filing does not contain specific forward-looking guidance, risk factors, or unusual items beyond the procedural adjournment of the shareholder meeting.
Key Facts for Investor Verification
- Verify the outcome of the rescheduled vote on August 25, 2020, regarding the authorization to sell shares below NAV.
- Confirm the current estimated net asset value per share, which was $7.46 as of June 25, 2020.
- Note that RSM US LLP has been ratified as the independent auditor for the 2020 fiscal year.
- Review the voting breakdown for Proposal 3, where 31,221,710 votes were cast for and 10,255,752 against, with significant broker non-votes (33,930,936).