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): May 6, 2013
KCAP Financial, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 814-00735 | 20-5951150 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
295 MADISON AVENUE
NEW YORK, NY 10017
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code: (212) 455-8300
Not Applicable
Former name or former address, if changed since last report
Check the appropriate box below if the Form 8-K 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.
KCAP Financial, Inc. (the “Company”) held its Annual Meeting of Shareholders on May 6, 2013 (the “Annual Meeting”). At the Annual Meeting, the Company submitted three proposals to the vote of the shareholders, which are described in detail in the Company’s proxy statement dated March 22, 2013. As of March 11, 2013, the record date for the Annual Meeting, 31,936,480 shares of common stock were eligible to be voted, and 29,075,000 of those shares were voted in person or by proxy at the Annual Meeting.
Proposal 1: Election of Directors
The Company’s shareholders elected C. Turney Stevens, John A. Ward and Dean Kehler as Class I directors to each serve for a three year term, or until their successors are duly elected and qualified. The results of the vote were as follows:
| Nominee | Total Votes For | Total Votes Withheld |
| C. Turney Stevens | 12,288,747 | 1,654,516 |
| John A. Ward | 13,667,471 | 275,792 |
| Dean Kehler | 9,743,758 | 4,199,505 |
The other directors to serve after the Annual Meeting were as follows:
|
Class II Directors (terms expiring in 2014) |
Class III Directors (terms expiring in 2015) |
| Albert G. Pastino | Christopher Lacovara |
| C. Michael Jacobi | Dayl W. Pearson |
| Jay R. Bloom |
Proposal 2: Advisory Vote on Executive Compensation
The compensation paid to the Company’s named executive officers was approved by a non-binding, advisory vote. The results of the vote were as follows:
| Total Votes For | Total Votes Against | Total Votes Abstained | Broker Non-Votes |
| 12,854,319 | 876,962 | 211,982 | 15,131,797 |
Proposal 3: Ratification of Independent Registered Public Accounting Firm
The Company’s shareholders ratified the selection of Grant Thornton LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2013. The results of the vote were as follows:
| Total Votes For | Total Votes Against | Total Votes Abstained |
| 28,708,272 | 175,011 | 191,717 |
SIGNATURES
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.
| KCAP Financial, Inc. | ||
| Date: May 9, 2013 | By: | /s/ Edward U. Gilpin |
| Name: Edward U. Gilpin Title: Chief Financial Officer | ||