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EX-99.1 - EX-99.1 - Garrison Capital Inc.gars-ex991_6.htm

 

 

 

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: May 8, 2018

(Date of earliest event reported)

 

 

 

Garrison Capital Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

 

Delaware

 

814-00878

 

90-0900145

(State or Other Jurisdiction

of Incorporation)

 

(Commission File Number)

 

(IRS Employer

Identification No.)

 

1290 Avenue of the Americas, Suite 914

New York, New York

 

10104

(Address of Principal Executive Offices)

(Zip Code)

 

(212) 372-9590

(Registrant’s telephone number, including area code)

 

Not Applicable

(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 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 2.02. Results of Operations and Financial Condition.

 

On May 10, 2018, Garrison Capital Inc. (the “Company”) will host an earnings conference call to discuss its financial results for the first fiscal quarter ended March 31, 2018.  In connection therewith, the Company has posted an earnings presentation on the Company’s website (www.garrisoncapitalbdc.com).  A copy of this earnings presentation is attached hereto as Exhibit 99.1. 

 

The information in Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1 furnished herewith, is being furnished and shall not be deemed “filed” for any purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such Section.  The information in this Current Report on Form 8-K shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

 

Forward-Looking Statements

 

This Current Report on Form 8-K, including Exhibit 99.1 furnished herewith, may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Statements other than statements of historical facts included in this Current Report on Form 8-K may constitute forward-looking statements and are not guarantees of future performance or results and involve a number of risks and uncertainties. Actual results may differ materially from those in the forward-looking statements as a result of a number of factors, including those described from time to time in filings with the Securities and Exchange Commission. The Company undertakes no duty to update any forward-looking statement made herein. All forward-looking statements speak only as of the date of this Current Report on Form 8-K.

 

Item 5.07. Submission of Matters to a Vote of Security Holders.

 

On May 2, 2018, the Company held its annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved two proposals. The issued and outstanding shares of stock of the Company entitled to vote at the Annual Meeting consisted of 16,049,352 shares of common stock outstanding on the record date, March 7, 2018. The final voting results from the Annual Meeting were as follows:

 

Proposal 1. To elect two Class III directors of the Company who will each serve until the 2021 annual meeting of stockholders or until his successor is duly elected and qualifies.

 

Name

Votes For

Votes Against

Abstentions

Broker Non-Votes

Brian Chase

8,935,235

164,551

18,948

3,939,856

Joseph Morea

8,406,995

692,789

18,950

3,939,856

 

Proposal 2. To ratify the selection of RSM US LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018.

 

Votes For

Votes Against

Abstentions

12,795,716

53,992

208,882

 

 

Item 9.01. Financial Statements and Exhibits.

 

 

(d)

Exhibits.

 

 


 


 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, Garrison Capital Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

GARRISON CAPITAL INC.

 

 

 

Date: May 8, 2018

By:  

/s/ Brian Chase

 

Name:

Brian Chase

 

Title:   

Chief Financial Officer