Washington, D.C. 20549







Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

May 9, 2012

Date of Report (Date of earliest event reported)



NewStar Financial, Inc.

(Exact name of registrant as specified in its charter)




Delaware   001-33211   54-2157878

(State or other jurisdiction

of incorporation)



File Number)


(IRS Employer

Identification No.)

500 Boylston Street, Suite 1250, Boston, MA 02116

(Address of principal executive offices) (Zip Code)

(617) 848-2500

(Registrant’s telephone number, including area code)


(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 May 9, 2012, we held our 2012 Annual Meeting of Stockholders. Only stockholders of record as of the close of business on April 2, 2012 were entitled to vote at the 2012 Annual Meeting. As of April 2, 2012, 49,316,210 shares of common stock were outstanding and entitled to vote at the 2012 Annual Meeting. At the 2012 Annual Meeting, 43,795,852 shares of common stock of the Company were represented, in person or by proxy, constituting a quorum for the meeting.

The following two proposals, each of which are described in detail in our definitive proxy statement filed with the Securities and Exchange Common on April 6, 2012 (the “Proxy”) were before the meeting, and received the following votes:

Proposal 1: Election of Eight Directors to Serve until the 2013 Annual Meeting. The following individuals were elected to serve as directors of the Company:


Name of Director Nominees

   For      Withheld      Broker Non-Votes  

Charles N. Bralver

     34,467,643         105,449         9,222,760   

Timothy J. Conway

     34,462,346         110,746         9,222,760   

Bradley E. Cooper

     34,546,677         26,415         9,222,760   

Brian L.P. Fallon

     34,406,053         167,039         9,222,760   

Frank R. Noonan

     34,406,053         167,039         9,222,760   

Maureen P. O’Hara

     34,488,052         85,040         9,222,760   

Peter A. Schmidt-Fellner

     34,555,368         17,724         9,222,760   

Richard E. Thornburgh

     34,495,916         77,176         9,222,760   

Proposal 2: Ratification of the appointment of KPMG LLP as NewStar’s Independent Registered Public Accounting Firm for the 2012 Fiscal Year. The stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2012.








Broker Non-Votes


   290,513    450    —  


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.



Date: May 11, 2012


/s/ John K. Bray

    John K. Bray
    Chief Financial Officer