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 22, 2016
FS Investment Corporation II
(Exact name of Registrant as specified in its charter)
|
Maryland (State or other jurisdiction |
814-00926 (Commission |
80-0741103 (I.R.S. Employer |
| 201
Rouse Boulevard Philadelphia, Pennsylvania (Address of principal executive offices) |
19112 (Zip Code) |
Registrant’s telephone number, including area code: (215) 495-1150
None
(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:
| ☐ | 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. |
FS Investment Corporation II (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”) on June 22, 2016. As of April 20, 2016, the record date for the determination of stockholders entitled to notice of, and to vote at, the Annual Meeting, 322,093,466 shares of common stock were eligible to be voted, and 151,853,239 of those shares were voted in person or by proxy at the Annual Meeting. Stockholders were asked to consider and act upon the following proposals, each of which was described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission (the “SEC”) on April 29, 2016 (the “Proxy Statement”):
| · | Proposal No. 1 – the election of eleven members to the board of directors of the Company to serve until the 2017 annual meeting of stockholders and until their successors are duly elected and qualified; and |
| · | Proposal No. 2 – the ratification of the appointment of RSM US LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2016. |
All director nominees listed in the Company’s Proxy Statement were elected by the Company’s stockholders at the Annual Meeting. The votes for, votes withheld and broker non-votes for each director nominee are set forth below:
| Director Nominee | Votes for | Votes Withheld | Broker Non-Votes |
| Barbara Adams | 58,969,828 | 2,340,346 | 90,543,065 |
| David J. Adelman | 59,043,093 | 2,267,081 | 90,543,065 |
| Stephen T. Burdumy | 58,937,831 | 2,372,343 | 90,543,065 |
| Michael C. Forman | 58,997,909 | 2,312,265 | 90,543,065 |
| Richard I. Goldstein | 58,991,648 | 2,318,526 | 90,543,065 |
| Michael J. Heller | 59,068,178 | 2,241,996 | 90,543,065 |
| Jerel A. Hopkins | 58,950,192 | 2,359,982 | 90,543,065 |
| Robert E. Keith, Jr. | 58,975,612 | 2,334,562 | 90,543,065 |
| Paul Mendelson | 58,960,899 | 2,349,275 | 90,543,065 |
| John E. Stuart | 58,926,601 | 2,383,573 | 90,543,065 |
| Scott J. Tarte | 59,008,100 | 2,302,074 | 90,543,065 |
The proposal to ratify the appointment of RSM US LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2016 was also approved by the Company’s stockholders at the Annual Meeting. The votes for, votes against and abstentions are set forth below:
| Votes For | Votes Against | Abstentions |
| 149,284,009 | 927,101 | 1,642,129 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| FS Investment Corporation II | |||
| Date: | June 22, 2016 | By: | /s/ Stephen S. Sypherd |
| Stephen S. Sypherd | |||
| Vice President | |||