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): August 19, 2015 (May 21, 2015)

 

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 5.07Submission of Matters to a Vote of Security Holders.

 

KCAP Financial, Inc. (the “Company”) held its Annual Meeting of Shareholders on May 21, 2015 (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 April 7, 2015. As of April 6, 2015, the record date for the Annual Meeting, 36,859,957 shares of common stock were eligible to be voted, and 31,404,717 of those shares were voted in person or by proxy at the Annual Meeting. 

 

Proposal 1:Election of Directors

 

The Company’s shareholders elected Christopher Lacovara and Dayl W. Pearson as Class III 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
Christopher Lacovara 10,545,369 1,825,347
Dayl W. Pearson 11,583,392 786,784

 

The other directors to serve after the Annual Meeting were as follows:

 

Class I Directors

(terms expiring in 2016)

Class II Directors

(terms expiring in 2017)

C. Turney Stevens Albert G. Pastino
John A. Ward, III C. Michael Jacobi
Dean C. Kehler  

 

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
8,832,647 1,855,322 582,197 19,034,001

 

Proposal 3:Ratification of Independent Registered Public Accounting Firm

 

The Company’s shareholders ratified the selection of Ernst & Young LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2015. The results of the vote were as follows:

 

Total Votes For Total Votes Against Total Votes Abstained
29,505,200 616,988 181,979

 

   

 

 

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: August 19, 2015 KCAP Financial, Inc.  
     
     
  By:  /s/ Edward U. Gilpin  
    Name:  Edward U. Gilpin
Title:    Chief Financial Officer