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 13, 2017

FS Investment Corporation II

(Exact name of Registrant as specified in its charter)

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:

Annual Meeting

FS Investment Corporation II (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”) on June 13, 2017.  As of April 20, 2017, the record date for the determination of stockholders entitled to notice of, and to vote at, the Annual Meeting, 324,681,201 shares of common stock were eligible to be voted, and 131,696,889 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 28, 2017 (the “Proxy Statement”):

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:

 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, 2017 was also approved by the Company’s stockholders at the Annual Meeting.  The votes for, votes against and abstentions are set forth below:

Articles Supplementary

Consistent with the previous announcement by the Company on its Form 8-K filed with the SEC on June 1, 2017 (the “Form 8-K”), following the Annual Meeting, the Board of the Company duly adopted resolutions on June 13, 2017 electing that the Company be subject to Sections 3-803 and 3-804(c) of the Maryland General Corporation Law (“MGCL”), effective as of such date. Section 3-803 of the MGCL requires the Board, before the next 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. Consistent with the previous announcement by the Company on the Form 8-K, the Board classified the directors as follows: the Class A directors are 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 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 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. At each annual meeting of the stockholders, 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) of the MGCL 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.

In accordance with Maryland law, the Company filed Articles Supplementary effecting the Company’s election to be subject to Sections 3-803 and 3-804(c) of the MGCL with the Department of Assessments and Taxation of the State of Maryland on June 13, 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.

Third Amended and Restated Bylaws

On and effective as of June 13, 2017, the Board adopted the Third Amended and Restated Bylaws of the Company (the “Third Amended and Restated Bylaws”). The Second Amended and Restated Bylaws were amended to reflect the elections pursuant to Sections 3-803 and 3-804(c) of the MGCL described above and to clarify that vacancies among Independent Directors’ (defined as an “interested person” as that term is defined under Section 2(a)(19) of the Investment Company Act of 1940, as amended) positions on the Board may be filled only by individuals who are nominated by the affirmative vote of a majority of the remaining Independent Directors in office.

The foregoing description of the Third 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 Third Amended and Restated Bylaws, a copy of which is attached hereto as Exhibit 3.2 and is incorporated herein by reference.

The information under the subheading “Annual Meeting” in Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.07.

(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