Business Context and Reporting Period
This Form 8-K reports on the results of the 2016 Annual Meeting of Stockholders held by Fifth Street Finance Corp. on April 13, 2016. The filing was submitted on April 14, 2016. Note: The request metadata references "Oaktree Specialty Lending Corp," but the source text explicitly identifies the registrant as Fifth Street Finance Corp.
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
As of the record date (April 1, 2016), 147,183,608 shares of common stock were outstanding and entitled to vote. Stockholders voted on two proposals:
- Proposal 1: Election of Directors. Three nominees were elected to serve until the 2019 annual meeting:
- Todd G. Owens: 52,873,746 votes for; 9,869,812 withheld; 55,795,182 broker non-votes.
- Richard P. Dutkiewicz: 51,575,789 votes for; 11,167,769 withheld; 55,795,182 broker non-votes.
- Douglas F. Ray: 51,626,463 votes for; 11,117,095 withheld; 55,795,182 broker non-votes.
- Proposal 2: Ratification of Auditors. Stockholders ratified the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the fiscal year ending September 30, 2016.
- Votes For: 114,489,701
- Votes Against: 3,119,132
- Abstain: 929,907
Guidance, Outlook, and Risks
The filing references a Purchase and Settlement Agreement (PSA) entered into on February 18, 2016, with Fifth Street Asset Management Inc. and other affiliated parties, the terms of which were detailed in a Definitive Proxy Statement filed on March 11, 2016. No specific financial guidance, outlook, or new risk factors are disclosed in this text.
Investor Verification Checklist
- Verify the correct registrant name (Fifth Street Finance Corp.) versus the metadata request (Oaktree Specialty Lending Corp).
- Review the Definitive Proxy Statement (Schedule 14A) filed on March 11, 2016, for details on the Purchase and Settlement Agreement.
- Confirm the tenure of the newly elected directors (Todd G. Owens, Richard P. Dutkiewicz, Douglas F. Ray) through the 2019 annual meeting.
- Check subsequent filings for the fiscal year ending September 30, 2016, to review financial performance not included in this 8-K.