8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): June 17, 2019

 

 

THL Credit, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   814-00789   27-0344947

(State or other jurisdiction

of incorporation or organization)

 

(Commission

File Number)

 

(IRS Employer

Identification Number)

100 Federal Street, 31st Floor,

Boston, MA 02110

(Address of principal executive offices)

Registrant’s telephone number, including area code (800) 450-4424

Not Applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to 12(b) of the Act:

 

Title of Each Class

 

Trading

Symbols

 

Name of Each Exchange

on Which Registered

Common Stock, par value $0.001 per share   TCRD   NASDAQ Global Select Market
6.75% Senior Notes due 2022   TCRZ   The New York Stock Exchange
6.125% Senior Notes due 2023   TCRW   The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 


Item 5.07. Submission of Matters to a Vote of Security Holders.

THL Credit, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”) on June 14, 2019. There were present at the Annual Meeting, in person or by proxy, stockholders holding an aggregate of 18,338,448 shares of the Company’s common stock, out of a total number of 31,999,207 shares of the Company’s common stock issued and outstanding and entitled to vote at the Annual Meeting. There were no broker non-votes for Proposal 4. Following are descriptions of the matters voted on at the Annual Meeting and the final results of such voting:

Proposal 1 — Election of Directors

The following individuals, constituting all of the nominees named in the Company’s Proxy Statement, were elected as directors to serve until the 2020 Annual Meeting of Stockholders or until their successors are duly elected and qualified. The following votes were taken in connection with this proposal:

 

Director

   For      Withheld      Broker Non-vote  

Christopher J. Flynn

     17,134,881        873,145        330,422  

Edmund P. Giambastiani, Jr.

     16,958,704        1,049,322        330,422  

Nancy Hawthorne

     16,641,829        1,366,197        330,422  

James D. Kern

     17,127,989        880,037        330,422  

Deborah McAneny

     16,811,620        1,196,406        330,422  

Jane Musser Nelson

     16,963,508        1,044,518        330,422  

Proposal 2 — Approval to Increase Leverage by Applying to the Company a Minimum Asset Coverage Ratio of 150%, pursuant to Section 61(a)(2) of the 1940 Act, as amended

A proposal to allow the Company to increase leverage by approving the application to the Company of a minimum asset coverage ratio of 150%, pursuant to Section 61(a)(2) of the 1940 Act, as amended, was approved. The following votes were taken in connection with this proposal:

 

For

  

Against

  

Abstain

  

Broker Non-vote

16,882,275

   573,520    552,231    330,422


Proposal 3 — Approval of an Amendment to the Investment Management Agreement to (a) Reduce the Annual Base Management Fee and (b) Revise the Incentive Fee Calculation

A proposal to approve an amendment to the Company’s investment management agreement to (a) reduce the annual base management fee from 1.5% to 1.0% of the Company’s gross assets, payable quarterly in arrears on a calendar quarter basis, and (b) revise the incentive fee calculation on the Company’s performance generally, including a reduction from 20.0% to 17.5% with an 8% annual hurdle rate, was approved. The following votes were taken in connection with this proposal:

 

For

  

Against

  

Abstain

  

Broker Non-Votes

17,383,528

   151,575    472,923    330,422

Proposal 4 — Approval of Adjournment of the Annual Meeting to Solicit Additional Proxies

A proposal to approve the adjournment of the Annual Meeting, if necessary or appropriate, to solicit additional proxies was approved. The following votes were taken in connection with this proposal:

 

For

  

Against

  

Abstain

17,355,767

   459,958    522,723


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

 

    THL CREDIT, INC.
Date: June 17, 2019     By:   /S/ TERRENCE W. OLSON
    Name:   Terrence W. Olson
    Title:  

Chief Financial Officer, Chief

Operating Officer & Treasurer