Business Context and Reporting Period
This Form 8-K filing by Owl Rock Capital Corporation (noted as Blue Owl Capital Corp in metadata) covers events occurring on April 29, 2019, and April 30, 2019. The report details the results of the Annual Meeting of Shareholders and the subsequent filing of Articles of Amendment to the Company's charter.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses on corporate governance and shareholder voting outcomes rather than financial performance data.
Material Changes and Corporate Actions
Shareholder Voting Results (April 29, 2019)
- Director Elections: Shareholders elected Edward D'Alelio, Alan Kirshenbaum, and Craig W. Packer to the Board of Directors. Each received over 164 million votes in favor.
- Auditor Ratification: Shareholders ratified the appointment of KPMG LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2019, with approximately 208 million votes in favor.
- Charter Amendment Approval: Shareholders approved an amendment to the Company's charter to restrict share transferability following a potential exchange listing.
Articles of Amendment (April 30, 2019)
The Company filed Articles of Amendment implementing a lock-up provision effective upon an Exchange Listing. Without prior written consent from the Board, shareholders cannot transfer shares held prior to the listing as follows:
- 100% of pre-listing shares for 180 days post-listing.
- Two-thirds of pre-listing shares for 270 days post-listing.
- One-third of pre-listing shares for 365 days post-listing.
Guidance, Outlook, and Risks
The filing does not contain management commentary on financial guidance, future outlook, or specific risk factors beyond the operational restriction on share transfers. The primary contingency noted is the future listing of the Company's common stock on a national securities exchange, which would trigger the new transfer restrictions.
Investor Verification Checklist
- Verify the exact date of the Exchange Listing to determine the start of the 180, 270, and 365-day lock-up periods.
- Confirm the specific terms of the Articles of Amendment by reviewing Exhibit 3.1 referenced in the filing.
- Review the full proxy statement for details on the directors elected and the rationale for the auditor ratification.
- Check subsequent filings for the actual listing date and any waivers granted by the Board of Directors regarding share transfers.