Business Context and Reporting Period
This Form 8-K filing by FS Investment Corporation (now FS KKR Capital Corp) reports on a Special Meeting of Stockholders held on March 26, 2018. The filing details the results of shareholder votes regarding significant changes to the company's investment advisory structure.
Key Financial Metrics
This filing is a current report regarding corporate governance and does not contain financial performance data. The filing text does not provide clear values for revenue, profit, cash flow, margins, debt, or liquidity.
Material Changes
The primary material change reported is the shareholder approval of new investment advisory agreements, altering the management structure of the company:
- Proposal No. 1: Approved a new investment advisory agreement designating FB Income Advisor, LLC and KKR Credit Advisors (US) LLC as investment co-advisers.
- Proposal No. 2: Approved a new investment advisory agreement with FS/KKR Advisor, LLC, a newly formed joint venture between an affiliate of Franklin Square Holdings, L.P. and KKR Credit, to act as the investment adviser.
Voting Results and Management Commentary
Both proposals received the requisite number of votes to pass at the Special Meeting. The specific voting breakdowns were as follows:
| Proposal | Votes For | Votes Against | Abstentions | Broker Non-Votes |
|---|---|---|---|---|
| Investment Co-Advisory Agreements (Proposal 1) | 125,941,065 | 3,310,233 | 6,309,093 | 0 |
| Joint Advisor Investment Advisory Agreement (Proposal 2) | 125,908,112 | 3,329,497 | 6,322,782 | 0 |
The filing does not contain forward-looking guidance, risk factors, or management commentary beyond the reporting of the vote results.
Key Facts for Investor Verification
- Confirm the effective date of the new advisory agreements with FB Income Advisor, KKR Credit, and the Joint Advisor.
- Review the definitive proxy statement filed on January 18, 2018, for details on the fee structures and terms of the new advisory arrangements.
- Verify the operational timeline for the transition to the new co-adviser and joint advisor structure.