Business Context and Reporting Period
This Form 8-K filing by Apollo Investment Corporation (not Midcap Financial Investment Corp) reports on the Annual Meeting of Stockholders held on August 2, 2011. The filing details the results of three proposals submitted to security holders.
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 voting results.
Material Changes and Voting Results
As of the record date (June 8, 2011), 195,914,060 shares were eligible to vote. Stockholders approved the following:
- Proposal 1 (Election of Directors): Three Class I directors were elected for three-year terms.
- Frank C. Puelo: 122,689,495 FOR; 5,450,979 WITHHELD.
- Carl Spielvogel: 122,487,420 FOR; 5,653,054 WITHHELD.
- Jeanette Loeb: 122,563,397 FOR; 5,577,077 WITHHELD.
- Proposal 2 (Auditor Ratification): PricewaterhouseCoopers LLP was ratified as the independent registered public accounting firm for the fiscal year ending March 31, 2012.
- Results: 156,530,018 FOR; 1,153,200 AGAINST; 923,648 ABSTAIN.
- Proposal 3 (Share Sale Flexibility): Authorized the Board to sell shares below net asset value (NAV) within the next 12 months, subject to a limit of 25% of outstanding stock.
- Results: 114,286,898 FOR; 12,822,975 AGAINST; 1,030,601 ABSTAIN.
- Adjusted Vote (excluding 14,297,340 affiliated shares): 99,989,558 FOR; 12,822,975 AGAINST; 1,030,601 ABSTAIN.
Guidance, Outlook, and Risks
The filing text does not provide a clear value for future guidance, management commentary on financial outlook, specific risks, or contingencies beyond the authorization to sell shares below NAV.
Investor Verification Checklist
- Verify the definitive proxy statement filed on June 21, 2011, for detailed descriptions of the proposals.
- Confirm the specific limitations and conditions attached to the new authority to sell shares below NAV.
- Review the composition of the Board of Directors following the election of the new Class I directors.
- Check subsequent filings for the actual utilization of the share sale flexibility authorized in Proposal 3.