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): April 29, 2011

 

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

N/A

(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 April 29, 2011, American Capital, Ltd. (the "Company") held its 2011 Annual Meeting of Stockholders (the "Annual Meeting"), at the Bethesda Marriott Hotel, 5151 Pooks Hill Road, Bethesda, Maryland 20814, at 9:00 a.m. (ET). The record date for the Annual Meeting was March 4, 2011. As of the record date, a total of 352,342,910 shares of the Company's common stock were entitled to vote at the Annual Meeting. There were 316,935,531 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) Director Nominees to hold office for a term of one (1) year, or until the next annual meeting of stockholders:
  2. Nominee

    For

    Against

    Abstain

    Non Votes

    Mary C. Baskin

    190,333,842

    4,668,650

    937,291

    120,995,748

    Neil M. Hahl

    190,771,117

    4,225,027

    943,639

    120,995,748

    Philip R. Harper

    184,030,210

    11,012,174

    897,399

    120,995,748

    John A. Koskinen

    190,689,194

    4,341,821

    908,768

    120,995,748

    Stan Lundine

    183,543,361

    11,503,097

    893,325

    120,995,748

    Kenneth D. Peterson, Jr.

    190,860,518

    4,157,016

    922,249

    120,995,748

    Alvin N. Puryear

    183,797,549

    11,237,079

    905,155

    120,995,748

    Malon Wilkus

    190,665,130

    4,112,214

    1,162,439

    120,995,748

  3. Executive Compensation. The Company's stockholders voted on an advisory and non-binding basis in favor of approval of the advisory resolution on the Company's executive compensation.
  4. For

    Against

    Abstain

    Non Votes

    172,722,237

    22,098,204

    1,119,342

    120,995,748

  5. Frequency of Future Advisory Votes on Executive Compensation. The results of the non-binding advisory vote on the frequency of the shareholder vote to approve the compensation of the Company's named executive officers are as set forth below:
  6. 1 Year

    2 Years

    3 Years

    Abstain

    Non Votes

    94,324,123

    2,763,494

    97,571,240

    1,280,926

    120,995,748

  7. Ratification of appointment of Ernst & Young LLP. The Company's stockholders voted to ratify the appointment of Ernst & Young LLP as the Company's independent public accountant for the year ending December 31, 2011.

For

Against

Abstain

311,890,318

3,704,146

1,341,067

 

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: May 3, 2011

By:

/s/ Samuel A. Flax

 

 

 

 

Samuel A. Flax

Executive Vice President, General

Counsel and Secretary