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)

April 29, 2014

814-00201
(Commission File Number)

MVC CAPITAL, INC.
(the "Fund")
(Exact name of registrant as specified in its charter)

DELAWARE, 943346760
(Jurisdiction of Incorporation) (IRS Employer Identification Number)

287 Bowman Avenue
2nd Floor
Purchase, NY  10577
(Address of registrant's principal executive office)

914-701-0310
(Registrant's telephone number)


(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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o 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 April 29, 2014, MVC Capital, Inc. (the “Fund”) held its Annual Meeting of Stockholders.  During this meeting, our stockholders were asked to consider and vote upon two proposals: (1) to elect seven nominees to serve as members of the Board of Directors of the Fund to serve for a term of one year until the next annual meeting of stockholders, and (2) to ratify the selection of Ernst & Young LLP as the Fund’s independent registered public accounting firm for the fiscal year ending October 31, 2014.

 For each proposal, the final shareholder voting results were as follows:

Proposal 1: Election of seven directors.

Name
 
Votes For
   
Votes Withheld
   
Broker Non-Votes
 
Emilio Dominianni
   
12,020,830
     
1,892,277
     
5,749,423
 
Phillip Goldstein
   
12,646,968
     
1,266,139
     
5,749,423
 
Gerald Hellerman
   
12,251,784
     
1,661,323
     
5,749,423
 
Warren Holtsberg
   
12,083,345
     
1,829,762
     
5,749,423
 
Robert Knapp
   
11,975,315
     
1,937,792
     
5,749,423
 
William Taylor
   
12,088,235
     
1,824,872
     
5,749,423
 
Michael Tokarz
   
11,123,550
     
2,789,557
     
5,749,423
 

Proposal 2: Ratification of the selection of Ernst & Young LLP as the Fund’s independent registered public accounting firm.
 
Votes For
Votes Against
Abstentions
Broker Non-Votes
19,502,962
143,896
15,673
0


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.
 
MVC CAPITAL, INC.
 
 
By:
/s/ Michael Tokarz
 
Michael Tokarz
 
Chairman
Dated:  May 2, 2014