Business Context and Reporting Period
This Form 8-K reports on the 2011 Annual Meeting of Stockholders held by Saratoga Investment Corp. on September 27, 2011. The record date for the meeting was August 15, 2011.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on corporate governance and voting outcomes.
Material Changes and Voting Results
Two primary matters were submitted to stockholders:
- Election of Directors: G. Cabell Williams and Michael J. Grisius were elected to serve until the 2014 Annual Meeting.
- Issuance of Shares Below Net Asset Value (NAV): Stockholders approved a proposal authorizing the Company to issue common stock below its current NAV.
Voting Statistics:
- Total shares eligible to vote: 3,277,077
- Total shares voted: 2,491,696
- Director Votes:
- G. Cabell Williams: 2,026,629 For; 465,067 Withheld
- Michael J. Grisius: 2,015,796 For; 475,900 Withheld
- NAV Proposal Votes (All Stockholders): 1,921,678 For; 559,991 Against; 10,027 Abstentions
- NAV Proposal Votes (Excluding Affiliates): 815,850 For; 123,234 Against; 0 Abstentions
Guidance, Outlook, and Policy Changes
Following the approval of the NAV proposal, the Board of Directors adopted a policy on September 26, 2011, requiring that shares be sold or issued at an offering price not less than 85% of the then-current net asset value per share. Any modification to this policy requires the unanimous approval of the Company's independent directors.
Investor Verification Checklist
- Verify the specific terms of the 85% NAV floor policy adopted by the Board.
- Confirm the number of shares held by affiliates versus non-affiliates to understand the voting power dynamics.
- Review the 2011 proxy statement for full biographical details on the elected directors.
- Check subsequent filings for any actual share issuances made under the new authorization.