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):

 

June 19, 2013 (June 19, 2013)

 

TICC CAPITAL CORP.

(Exact name of registrant as specified in its charter)

 

 

Maryland 000-50398 20-0188736
(State or other jurisdiction (Commission File Number)  
of incorporation)   (I.R.S. Employer Identification No.)

8 Sound Shore Drive, Suite 255

Greenwich, CT 06830

(Address of principal executive offices and zip code)

 

Registrant’s telephone number, including area code: (203) 983-5275

 

 

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

 

TICC Capital Corp. (the “Company”) reconvened its Annual Meeting of Shareholders (the “Meeting”) on June 19, 2013, which was previously adjourned pursuant to a shareholder vote on June 5, 2013, and submitted one matter to the vote of the shareholders. A summary of the matter voted upon by shareholders is set forth below.

 

Shareholders approved a further adjournment of the Meeting to allow the polls to remain open until 10:00 a.m. on July 23, 2013 for the election of Tonia L. Pankopf as a director of the Company for a three-year term based on the following votes:

  

             
Votes For   Votes Against   Abstentions   Broker Non-Votes
25,799,485   1,874,028   N/A   N/A

 

 

A vote was not taken on June 19, 2013 with respect to the proposal to elect Ms. Pankopf as a director of the Company to provide additional time for shareholders to vote on this proposal. As of June 19, 2013, there were 24,868,295 shares that had not yet voted on the proposal to elect Ms. Pankopf as a director of the Company. Of the shares that had voted, 93.2% had voted in favor of electing Ms. Pankopf as a director of the Company. Because the Company’s bylaws provide that the election of a director requires the affirmative vote of a majority of the outstanding shares of the Company’s common stock, and given the clear preference to approve this proposal by those who have voted on this proposal, the Board of Directors of the Company determined that it would be appropriate to adjourn the Meeting in order to solicit additional votes on the proposal to elect Ms. Pankopf as a director of the Company.

 

Based on the shareholder votes to adjourn the Meeting, the Meeting will reconvene at the Company’s corporate headquarters located at 8 Sound Shore Drive, Suite 255, Greenwich, Connecticut 06830 on July 23, 2013 at 10:00 a.m., Eastern Time, for the purpose of voting on the election of Tonia L. Pankopf as a director of the Company for a three-year term or until her successor is duly elected and qualified.

 
 

 

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.

 

 

Date: June 19, 2013 TICC CAPITAL CORP.
     
     
  By: /s/ Saul B. Rosenthal            
    Saul B. Rosenthal
    President