FS Investment Corporation 8-K Summary
Business Context and Reporting Period
This Form 8-K reports on the Annual Meeting of Stockholders held by FS Investment Corporation on June 14, 2017. The record date for the meeting was April 20, 2017, with 245,153,010 shares eligible to vote. A total of 104,014,011 shares were voted in person or by proxy.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity metrics. This report focuses exclusively on corporate governance and voting outcomes.
Material Changes and Voting Results
Two proposals were presented to stockholders:
- Proposal No. 1 (Director Proposal): The election of four Class A board members for a three-year term. All nominees were elected.
- Proposal No. 2 (Share Issuance Proposal): Authorization to offer and sell common stock below net asset value (NAV) for 12 months. This proposal was not approved at the initial meeting.
Director Election Results:
| Nominee | Votes For | Votes Withheld | Broker Non-Votes |
|---|---|---|---|
| Michael J. Hagan | 82,183,216 | 21,830,795 | 0 |
| Jeffrey K. Harrow | 81,889,924 | 22,124,087 | 0 |
| Pedro Ramos | 81,941,230 | 22,072,781 | 0 |
| Joseph P. Ujobai | 100,168,801 | 3,845,210 | 0 |
Outlook, Management Commentary, and Contingencies
The Annual Meeting was adjourned regarding the Share Issuance Proposal to allow additional time for soliciting votes. A Reconvened Meeting is scheduled for July 12, 2017, at 11:00 a.m. Eastern Time. Valid proxies from the original meeting remain valid for the reconvened session unless revoked. The record date remains April 20, 2017.
Key Facts for Investor Verification
- Verify the outcome of the Share Issuance Proposal at the reconvened meeting on July 12, 2017.
- Confirm the final composition of the Board of Directors following the election of the four Class A members.
- Review the definitive proxy statement filed on April 28, 2017, for detailed limitations on the proposed share issuance below NAV.