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

FS Investment Corporation II

(Exact name of Registrant as specified in its charter)

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:

Articles Supplementary

On May 31, 2017, the board of directors (the “Board”) of FS Investment Corporation II (the “Company”), duly adopted resolutions in order to, among other things, elect that the Company be subject to Section 3-804(a) of the Maryland General Corporation Law (the “MGCL”), effective as of such date. Section 3-804(a) of the MGCL provides that the stockholders may remove any director by the affirmative vote of at least two-thirds of all the votes entitled to be cast by the stockholders generally in the election of directors.

In accordance with Maryland law, the Company filed Articles Supplementary effecting the Company’s election to be subject to Section 3-804(a) of the MGCL with the Department of Assessments and Taxation of the State of Maryland on June 1, 2017 (the Articles Supplementary”).

The foregoing description of the Articles Supplementary, as set forth in this Item 5.03, is a summary only and is qualified in all respects by the provisions of the Articles Supplementary, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

Second Amended and Restated Bylaws

On and effective as of May 31, 2017, the Board adopted the Second Amended and Restated Bylaws of the Company (the “Second Amended and Restated Bylaws”). Below is a summary of changes reflected in the Second Amended and Restated Bylaws:

The foregoing description of the Second Amended and Restated Bylaws, as set forth in this Item 5.03, is a summary only and is qualified in all respects by the provisions of the Second Amended and Restated Bylaws, a copy of which is attached hereto as Exhibit 3.2 and is incorporated herein by reference.

Classified Board of Directors

Following the Company’s upcoming 2017 annual meeting of stockholders, the Board currently intends to elect to be subject to Sections 3-803 and 3-804(c) of the MGCL.

Section 3-803 of the MGCL requires the Board, before the 2018 annual meeting of stockholders, to designate by resolution, from among its members, directors to be classified into three classes, as nearly equal in number as possible. As required under the MGCL, one class (“Class A”) shall hold office initially for a term expiring at the next succeeding annual meeting of stockholders, another class (“Class B”) shall hold office initially for a term expiring at the second succeeding annual meeting of stockholders and another class (“Class C”) shall hold office initially for a term expiring at the third succeeding annual meeting of stockholders, with the members of each class to hold office until their successors are duly elected and qualify. At each annual meeting of the stockholders following such change, the successors to the class of directors whose term expires at such meeting shall be elected to hold office for a term expiring at the annual meeting of stockholders held in the third year following the year of their election and until their successors are duly elected and qualify. Section 3-804(c) provides that any and all vacancies on the Board may be filled only by the affirmative vote of a majority of the remaining directors in office, even if the remaining directors do not constitute a quorum, and any director elected to fill a vacancy shall serve for the remainder of the full term of the directorship in which such vacancy occurred and until a successor is elected and qualifies.

The Board currently intends to designate the classes of directors as follows: the Class A directors are expected to be Barbara Adams, David J. Adelman and Stephen T. Burdumy, each to serve until the Company’s 2018 annual meeting of stockholders and until a successor is duly elected and qualified; the Class B directors are expected to be Michael J. Heller, Jerel A. Hopkins, Robert E. Keith, Jr. and Paul Mendelson, each to serve until the Company’s 2019 annual meeting of stockholders and until a successor is duly elected and qualified; and the Class C directors are expected to be Michael C. Forman, Richard I. Goldstein, John E. Stuart and Scott J. Tarte, each to serve until the Company’s 2020 annual meeting of stockholders and until a successor is duly elected and qualified. After such initial terms, the elected directors will hold office for three-year terms, with one class’s term expiring each year.

(d) Exhibits.

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.

EXHIBIT INDEX