UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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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 (see General Instruction A.2. below):
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) |
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Securities registered pursuant to Section 12(b) of the Act:
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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.
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Item 1.01 Entry into a Material Definitive Agreement.
As described below, on June 12, 2024, Varagon Capital Corporation’s (the “Company”) shareholders approved an amended and restated investment advisory agreement (the “Amended Advisory Agreement”) by and between the Company and VCC Advisors, LLC (the “Adviser”), which became effective immediately.
The Amended Advisory Agreement amended the prior investment advisory agreement, dated June 2, 2022, by and between the Company and the Adviser (the “Prior Advisory Agreement”) to:
Other than the foregoing, no other material provisions of the Prior Advisory Agreement changed, and the Adviser will continue to provide the same services to the Company pursuant to the Amended Advisory Agreement as it previously provided pursuant to the Prior Advisory Agreement. The Amended Advisory Agreement will remain in effect for an initial two year period from June 12, 2024, its effective date, and thereafter from year-to-year, subject to approval by the Company’s board of directors or a vote of a majority of the outstanding voting securities of the Company, and by approval of a majority of the independent directors.
The foregoing description of the Amended Advisory Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended Advisory Agreement, which is attached hereto as Exhibit 10.1 and incorporated by reference herein.
Item 5.07 Submission of Matters to a Vote of Security Holders.
Results of Annual Meeting of Shareholders
On June 12, 2024, the Company held its 2024 annual meeting of shareholders (the “Annual Meeting”). Shareholders of record at the close of business on April 15, 2024 (the “Record Date”) were entitled to vote at the Annual Meeting. As of the Record Date, there were 41,515,624 shares of common stock outstanding and entitled to vote. A quorum consisting of 35,898,299 shares of common stock of the Company were present or represented by proxy at the Annual Meeting.
The Company’s shareholders voted on and approved two proposals at the Annual Meeting. The final voting results from the Annual Meeting were as follows:
Proposal 1 – Election of One Class II Director
The following individual, constituting the director nominee named in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 29, 2024, was elected to serve as a Class II director of the Company until the 2027 annual meeting of shareholders and until her successor is duly elected and qualified. The following votes were taken in connection with this proposal:
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Votes Withheld |
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Nell Cady-Kruse |
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35,898,299 |
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0 |
Proposal 2 – Approval of the Amended Advisory Agreement
The proposal to approve the Amended Advisory Agreement was approved by the following vote:
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Votes Against |
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Abstentions |
35,898,299 |
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0 |
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0 |
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
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Exhibit No. |
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Description |
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10.1 |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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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VARAGON CAPITAL CORPORATION
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Date: June 17, 2024 |
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By: |
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/s/ Walter J. Owens |
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Name: |
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Walter J. Owens |
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Title: |
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Chief Executive Officer |
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