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
Date of Report (Date of earliest event Reported):
(Exact Name of Registrant as Specified in Charter)
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
| |
||
| (Address of Principal Executive Offices) | (Zip Code) |
(Registrant’s telephone number, including area code)
(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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading |
Name of each exchange | ||
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.
On February 29, 2024, Gladstone Capital Corporation (the “Company”) reconvened its 2024 Annual Meeting of Stockholders (the “Annual Meeting”) that was previously adjourned on February 1, 2024. There were present at the Annual Meeting in person or by proxy, stockholders holding an aggregate of 31,635,562 shares of the Company’s common stock.
The matters considered and voted on by the stockholders at the Annual Meeting and the vote of the stockholders were as follows:
| 1. | The following individuals were elected as directors, Walter H. Wilkinson, Jr. and Paula Novara, to serve until the 2027 Annual Meeting of Stockholders and until their successors are elected and qualified, by the following vote: |
| For | Withheld | Broker Non-Votes |
||||||||||
| Walter H. Wilkinson, Jr. |
17,630,291 | 1,012,392 | 12,992,879 | |||||||||
| Paula Novara |
17,842,070 | 800,613 | 12,992,879 | |||||||||
| 2. | The ratification of the selection by the Audit Committee of our Board of Directors of PricewaterhouseCoopers LLP as our independent registered public accounting firm for our fiscal year ending September 30, 2024, by the following vote. |
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 30,484,924 | 748,899 | 401,739 | 0 |
| 3. | The amendment to the Company’s charter to increase the number of authorized shares of common stock, was not approved by the following vote. |
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 26,286,560 | 4,400,388 | 948,614 | 0 |
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
Description | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURE
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.
| Gladstone Capital Corporation | ||||||
| Date: February 29, 2024 | By: | /s/ Nicole Schaltenbrand | ||||
| Nicole Schaltenbrand | ||||||
| Chief Financial Officer & Treasurer | ||||||