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 26, 2018 (June 22, 2018)

 

BUSINESS DEVELOPMENT CORPORATION OF AMERICA

(Exact name of registrant as specified in its charter)

 

Maryland 814-00821 27-2614444

(State or other jurisdiction

of incorporation)

(Commission File Number) (IRS Employer Identification No.)

 

9 West 57th Street, Suite 4920
New York, New York
10019
(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code: (212) 588-6770

 

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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

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

 

Business Development Corporation of America’s (the “Company”) 2018 annual meeting of stockholders (the “Annual Meeting”) was originally called to order on May 30, 2018 and was adjourned in order to permit additional time to solicit stockholder votes with respect to a proposal. The Annual Meeting was reconvened on June 22, 2018. There were present at the reconvened Annual Meeting, in person or by proxy, stockholders holding an aggregate of 110,824,426 shares of the Company’s common stock, out of a total of 178,656,019 shares of the Company’s common stock issued and outstanding and entitled to vote at the Annual Meeting. Below is a description of the matters voted on at the reconvened Annual Meeting on June 22, 2018 and the final results of such voting.

 

Proposal 2. Approval to Issue Shares of the Company’s Common Stock Below Net Asset Value

 

The proposal to authorize the Company, pursuant to approval of its Board of Directors, to sell shares of its common stock in an amount not to exceed 25% of its then outstanding common stock immediately prior to each such sale at a price below the Company’s then current net asset value per share during the next year was approved.

 

The following votes were taken in connection with this proposal:

 

Votes For   Votes Against   Abstain
74,257,795   28,348,221   8,218,410

 

This proposal was also approved by the Company’s non-affiliated stockholders by a vote of 74,246,562 shares “for” and 28,348,221 shares “against,” with 8,218,410 shares abstaining. The number of votes cast in favor of this proposal represents both a majority of outstanding securities of the Company entitled to vote at the Annual Meeting and a majority of outstanding securities entitled to vote at the Annual Meeting that were not held by affiliated persons of the Company, as defined under the Investment Company Act of 1940, as amended.

 

 

 

 

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.

 

  BUSINESS DEVELOPMENT CORPORATION OF AMERICA
       
       
Date: June 26, 2018 By: /s/ Richard J. Byrne  
    Name:
Title:
Richard J. Byrne
Chief Executive Officer, President and Chairman of the Board of Directors