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 (see General Instruction A.2. below):

[ ] 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.

On June 10, 2016, Fifth Street Asset Management Inc. (the “Company”) held its 2016 Annual Meeting of Stockholders (the “Annual Meeting”).  Set forth below are the two proposals voted upon by the Company’s stockholders at the Annual Meeting, as set forth in the Company’s Definitive Proxy Statement on Schedule 14A, which was filed with the U.S. Securities and Exchange Commission on April 26, 2016, together with the voting results for each such proposal. As of April 15, 2016, the record date for the Annual Meeting, there were 5,798,614 shares of Class A common stock and 42,856,854 shares of Class B common stock eligible to vote.

Proposal 1. The Company’s stockholders elected the following seven individuals as directors of the Company, each of whom will serve until the 2017 Annual Meeting of Stockholders, or until their successors are duly elected and qualified. The tabulation of votes was:

Proposal 2. The Company’s stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2016, as set forth below:

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.