Business Context and Reporting Period
This Form 8-K reports on the reconvened Annual Meeting of Stockholders for FS Investment Corporation (referred to in metadata as FS KKR Capital Corp) held on July 17, 2013. The meeting was initially called on June 20, 2013, and adjourned to solicit additional votes. As of the record date (April 30, 2012), 253,471,022 shares were eligible to vote, with 153,564,524 shares voted at the reconvened meeting.
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 matters and stockholder voting results.
Material Changes and Voting Results
Stockholders approved seven proposals (Nos. 3, 4, 5, 6, 7, 10, and 11) at the reconvened meeting. These proposals primarily involve amendments to the Company's Charter and the Investment Advisory Agreement, contingent upon a future listing on a national securities exchange. Key approved changes include:
- Staggered Board: Implementation of a staggered board of directors (Proposal 3).
- Director Removal: Directors may only be removed for "cause" by a two-thirds vote (Proposal 5).
- Charter Conformity: Deletion of certain NASAA Omnibus Guidelines provisions to align with other business development companies (Proposal 4).
- Inspection Rights: Limitation on stockholder rights to inspect books and records if an improper purpose is determined (Proposal 6).
- Indemnification: Clarification that indemnification provisions are subject to the Investment Company Act of 1940 (Proposal 7).
- Advisory Agreement: Approval of an amended and restated investment advisory agreement (Proposal 10).
- Below NAV Sales: Authorization to sell shares below net asset value (NAV) within 12 months of approval, subject to listing and limitations (Proposal 11).
Proposals Nos. 8 and 9 were adjourned to a subsequent meeting scheduled for August 6, 2013.
Outlook, Risks, and Management Commentary
The filing indicates that the approved charter amendments and the new investment advisory agreement will only become effective upon the Company's future listing on a national securities exchange (e.g., NYSE or NASDAQ). The Company plans to reconvene the meeting on August 6, 2013, to vote on the remaining adjourned proposals. No specific financial risks or unusual items were detailed in this text.
Investor Verification Checklist
- Verify the status of the Company's application for listing on a national securities exchange, as all approved amendments are contingent on this event.
- Review the definitive proxy statement filed on May 9, 2013, for detailed terms of the amended Investment Advisory Agreement and the specific limitations on below-NAV share sales.
- Monitor the outcome of the reconvened meeting on August 6, 2013, regarding the adjourned Proposals Nos. 8 and 9.
- Confirm the exact effective date of the staggered board and director removal provisions once the listing condition is met.