U.S. 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): September 15, 2010.

 

American Capital, Ltd.

(Exact name of registrant as specified in its charter)

 

 

American Capital, Ltd.
(Exact name of registrant as specified in its charter)

 

     

DELAWARE

814-00149

52-1451377

(State or other jurisdiction
of incorporation)

(Commission
File Number)

(I.R.S. Employer
Identification No.)

 

 

2 Bethesda Metro Center, 14th Floor Bethesda, MD 20814
(Address of principal executive offices, zip code)
 

Registrant's telephone number, including area code: (301) 951-6122
American Capital, Ltd.
(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

[ ] Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

 

 

 

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

On September 15, 2010, American Capital, Ltd. (the "Company") held its 2010 Annual Meeting of Stockholders (the "Annual Meeting") at the Renaissance Washington, DC Downtown Hotel, 999 Ninth Street, NW, Washington, DC 20001. The record date for the Annual Meeting was July 22, 2010. As of the record date, a total of 350,276,962 shares of the Company's common stock were entitled to vote at the Annual Meeting. There were 316,415,087 shares present in person or by proxy at the Annual Meeting. Set forth below are the matters acted upon by the stockholders, and the final voting results of each such proposal.

  1. Election of Directors. The Company's stockholders voted to elect eight (8) nominees for director to hold office until the next annual meeting of stockholders to be held in 2011.
  2. Nominee

    For

    Against

    Abstain

    Broker Non Votes

    Mary C. Baskin

    169,469,673

    31,108,203

    1,845,405

    113,991,807

    Neil M. Hahl

    169,475,519

    31,326,913

    1,620,848

    113,991,807

    Philip R. Harper

    151,987,326

    48,619,988

    1,815,966

    113,991,807

    John A. Koskinen

    168,964,817

    31,805,718

    1,652,746

    113,991,807

    Stan Lundine

    151,684,439

    49,049,980

    1,688,861

    113,991,807

    Kenneth D. Petersen

    168,907,442

    31,759,576

    1,756,262

    113,991,807

    Alvin N. Puryear

    152,051,947

    48,785,990

    1,585,343

    113,991,807

    Malon Wilkus

    171,016,146

    29,877,954

    1,529,181

    113,991,801

     

  3. 2010 Disinterested Director Stock Option Plan. The Company's stockholders approved the 2010 Disinterested Director Stock Option Plan for the Company's non-employee directors.
  4. For

    Against

    Abstain

    Broker Non Votes

    143,822,264

    56,929,287

    1,671,729

    113,991,807

  5. Convertible Securities Proposal. The Company's stockholders approved the ability of the Company to issue shares of preferred stock or debt securities convertible into a limited number of shares of the Company's common stock.
  6. For

    Against

    Abstain

    Broker Non Votes

    133,370,909

    67,689,252

    1,361,368

    113,993,557

  7. Ratification of appointment of Ernst & Young LLP as independent public accountants for the year ending December 31, 2010. The Company's stockholders ratified the motion.

For

Against

Abstain

309,866,182

4,973,222

1,575,682

 

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

 

AMERICAN CAPITAL, LTD.

 

Dated: September 20, 2010

By: /s/ Samuel A. Flax

Samuel A. Flax

Executive Vice President, General Counsel

and Secretary