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 20, 2013. The filing details the voting results for director elections and auditor ratification, as well as the adjournment of additional proposals.
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 events.
Material Changes and Voting Results
Two proposals were successfully passed at the Annual Meeting:
- Proposal 1: Election of ten members to the Board of Directors to serve until the 2014 annual meeting. All nominees received the requisite votes.
- Proposal 2: Ratification of McGladrey LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2013.
Voting Statistics:
- Shares Eligible to Vote: 253,471,022 (as of record date April 30, 2013).
- Shares Voted: 108,717,523.
- Director Votes: All ten nominees received approximately 86 million votes "For," with roughly 2.2 to 2.4 million votes withheld and 20,191,244 broker non-votes for each nominee.
- Auditor Ratification Votes: 105,037,716 For, 893,760 Against, 2,786,947 Abstentions, and 0 Broker Non-Votes.
Outlook, Management Commentary, and Unusual Items
The Company adjourned the Annual Meeting regarding nine other proposals to solicit additional stockholder votes. A reconvened Annual Meeting is scheduled for July 17, 2013, at 12:30 p.m. Eastern Time. Valid proxies from the June 20 meeting remain valid for the reconvened meeting unless revoked. The record date remains April 30, 2013.
Key Facts for Investor Verification
- Verify the status of the nine adjourned proposals at the reconvened meeting on July 17, 2013.
- Confirm the composition of the newly elected Board of Directors.
- Review the definitive proxy statement filed on May 9, 2013, for details on the adjourned proposals.
- Note that the filing contains no financial performance data; refer to the most recent 10-K or 10-Q for financial metrics.