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EX-99.1 - EXHIBIT 99.1 - CROSSROADS LIQUIDATING TRUSTa51146833ex99_1.htm



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549


FORM 8-K/A

Current Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

July 22, 2015 (July 9, 2015)

BDCA VENTURE, INC.
(Exact name of registrant as specified in its charter)

Maryland

000-53504

26-2582882

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

5251 DTC Parkway, Suite 1100

Greenwood Village, CO  80111

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code:  (720) 889-0139

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))

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Explanatory Note

This Current Report on Form 8-K/A is being filed by BDCA Venture, Inc. (the “Company”) as an amendment (the “Amendment”) to the Current Report on Form 8-K that the Company filed with the Securities and Exchange Commission on July 14, 2015, to announce the preliminary results of the Company's Annual Meeting of Stockholders held on July 9, 2015 (the “Annual Meeting”). This Amendment is being filed to disclose the final voting results received from IVS Associates, Inc. ("IVS"), the independent inspector of elections for the Annual Meeting, on July 21, 2015.

Item 5.07    Submission of Matters to a Vote of Security Holders.

On July 21, 2015, IVS delivered its final vote tabulation that certified the voting results for each of the matters set forth below that were submitted to a vote at the Annual Meeting.

Proposal 1 - Election of Directors

The tabulation of votes for the election of directors was:

Name   Votes For   Votes Withheld
 

Management Nominees:

Laurence W. Berger 2,277,657 183,911
 
Timothy J. Keating 2,390,011 188,201
 
Leslie D. Michelson 2,283,705 177,863
 
J. Taylor Simonton 2,282,516 179,052
 

Bulldog Nominees:

Gerald Hellerman 2,916,977 48,142
 
Andrew Dakos 2,916,252 48,867
 
Richard Cohen 2,916,774 48,345

The four director nominees receiving the most votes cast at the Annual Meeting will be elected directors of the Company to serve until the 2016 Annual Meeting of Stockholders or until their respective successors are duly elected and qualified.

Bulldog Proposal 2 - That the Board of Directors of BDCA Venture, Inc. is hereby directed to consider a plan to maximize shareholder value within a reasonable period of time.  The tabulation of votes was:      

FOR   AGAINST   ABSTAIN
 
2,927,229 2,454,068 26,047
(number) (number) (number)

Approval of Bulldog Proposal 2 requires an affirmative vote of a majority of the shares cast at the Annual Meeting.

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Bulldog Proposal 3 - That that the Investment Advisory and Administrative Services Agreement between BDCA Venture, Inc. and its investment adviser, BDCA Venture Adviser, LLC (the “Adviser”), shall be terminated as soon as legally permissible thereunder.  The tabulation of votes was: 

FOR   AGAINST   ABSTAIN
 
2,916,956 2,452,741 37,656
(number) (number) (number)

Approval of Bulldog Proposal 3 requires an affirmative vote of holders of: (i) 67% of the votes present at the Annual Meeting, or (ii) a majority of the outstanding shares, whichever is less.

Accordingly, being the four director nominees receiving the most votes cast at the Annual Meeting, Messrs. Cohen, Dakos, Hellerman and Keating were elected as directors of the Company to serve until the 2016 Annual Meeting of Stockholders or until their respective successors are duly elected and qualified.

Bulldog Proposal 2 as described above received the required vote of the stockholders and was adopted by the stockholders of the Company.

Bulldog Proposal 3 as described above failed to receive the required vote of the stockholders and was not adopted by the stockholders of the Company.  Therefore, the Adviser will continue to serve as investment adviser to the Company.

The Company issued a press release, filed herewith as Exhibit 99.1, on July 22, 2015 announcing the final voting results described above.

Item 9.01    Financial Statements and Exhibits.

(a)  Not applicable.

(b)  Not applicable.

(c)  Not applicable.

(d)  Exhibits.

 

Exhibit No.

Description

 
99.1 Press Release dated July 22, 2015

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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:

July 22, 2015

BDCA VENTURE, INC.

 

 

 

 

By:

/s/ Timothy J. Keating

Timothy J. Keating

President and Chief Executive Officer

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