Washington, D.C. 20549







Pursuant to Section 13 Or 15(d) of The

Securities Exchange Act of 1934

February 28, 2012

Date of Report (Date of earliest event reported)



PennantPark Investment Corporation

(Exact name of registrant as specified in its charter)




Maryland   814-00736   20-8250744

(State or other jurisdiction

of incorporation)



File Number)


(IRS Employer

Identification No.)

590 Madison Avenue, 15th Floor

New York, NY

(Address of principal executive offices)   (Zip Code)


(Registrant’s telephone number, including area code)

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))




Item 5.07 Submission of Matters to a Vote of Security Holders

On February 28, 2012, PennantPark Investment Corporation (the “Company”) reconvened its annual meeting of stockholders (the “Annual Meeting”) to consider the proposal to elect two directors of the Company. The proposal is described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on December 7, 2011. As of December 13, 2011, the record date, 45,689,781 shares of common stock were eligible to vote. A summary of the matter voted upon by the stockholders is set forth below.

Proposal 1. The Company’s stockholders elected two directors of the Company, each of whom will serve until the 2015 Annual Meeting, or until his successor is duly elected and qualified or until his earlier resignation, removal from office, death or incapacity. The two directors were re-elected pursuant to the voting results set forth below:



   For     Withheld     Broker
Non Vote

Adam K. Bernstein

     22,976,854        740,623        16,381,912   

% of Shares Voted

     96.88 %     3.12 %     N/A   

% of Shares Outstanding

     50.29 %     1.62 %     35.85 %

Jeffrey Flug

     23,422,595        294,882        16,381,912   

% of Shares Voted

     98.76 %     1.24 %     N/A   

% of Shares Outstanding

     51.26 %     0.65 %     35.85 %


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


        PennantPark Investment Corporation

Date: March 2, 2012




Aviv Efrat

Chief Financial Officer & Treasurer