UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) May 30, 2017 (May 25, 2017)
TCP CAPITAL CORP.
(Exact Name of Registrant as Specified in Charter)
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Delaware
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814-00899
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56-2594706
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(State or Other Jurisdiction
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(Commission
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(IRS Employer
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of Incorporation)
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File Number)
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Identification No.)
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2951 28th Street, Suite 1000
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Santa Monica, California
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90405
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number, including area code (310) 566-1000
(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))
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company £
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. £
Item 5.07. Submission of Matters to a Vote of Security Holders.
At 9:00 a.m. (Pacific Time) on May 25, 2017, TCP Capital Corp. (“TCPC”) held its 2017 Annual Meeting of Stockholders at DoubleTree Suites, 1707 Fourth Street, Santa Monica, California 90401-3310 (the “Meeting”). At the Meeting, TCPC’s common stockholders voted on two proposals, both of which were approved. The proposals are described in detail in TCPC’s definitive proxy statement for the Meeting as filed with the Securities and Exchange Commission (the “SEC”) on March 27, 2017. As of March 27, 2017, the record date, TCPC had 53,041,900 shares of common stock outstanding, which included 381,586 shares owned by affiliates. The final voting results from the Meeting were as follows:
Proposal 1. TCPC’s stockholders elected seven directors to the Board of Directors of TCPC. Each of Kathleen A. Corbet, Eric J. Draut, M. Freddie Reiss, Peter E. Schwab, Brian F. Wruble, Howard M. Levkowitz, and Rajneesh Vig will serve until the 2018 Annual Meeting and until his successor is duly elected and qualifies or until his earlier resignation, removal from office, death or incapacity. The seven directors were re-elected pursuant to the voting results set forth below:
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Name
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For
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Withheld
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Broker Non-Votes
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Kathleen A. Corbet
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32,186,628.754
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492,844
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0
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Eric J. Draut
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29,507,226.754
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3,172,246
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0
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M. Freddie Reiss
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32,168,162.754
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511,310
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0
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Peter E. Schwab
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32,164,911.754
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514,561
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0
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Brian F. Wruble
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32,162,028.754
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517,444
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0
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Howard M. Levkowitz
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32,127,098.754
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552,374
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0
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Rajneesh Vig
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32,163,323.754
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516,149
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0
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Proposal 2. TCPC’s stockholders approved a proposal to authorize TCPC, with the approval of its Board of Directors, to sell or otherwise issue shares of its common stock (during the next 12 months) at a price or prices below TCPC’s then current net asset value per share in one or more offerings subject to certain limitations described in detail in TCPC’s definitive proxy statement as filed with the SEC on March 27, 2017 (including, without limitation, that the number of shares sold on any given date does not exceed 25% of TCPC’s then outstanding common stock immediately prior to such sale). The vote on the proposal, adjusted for 381,586 affiliated shares that voted on the proposal, was as follows:
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For
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Against
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Abstained
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Broker Non-Votes
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26,369,481.754
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5,556,850
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353,184
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18,371
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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.
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TCP CAPITAL CORP.
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Date: May 30, 2017
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By:
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/s/ Elizabeth Greenwood
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Name:
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Elizabeth Greenwood
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Title:
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Secretary
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