8-K 1 a201803318k.htm 8-K Document


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): May 2, 2018 (May 2, 2018)

_________________________________________________________
Triangle Capital Corporation
(Exact name of registrant as specified in its charter)
 _________________________________________________________
 
 
 
 
 
Maryland
 
814-00733
 
06-1798488
(State or Other Jurisdiction
of Incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
 
 
3700 Glenwood Avenue, Suite 530, Raleigh, North Carolina
 
27612
(Address of Principal Executive Offices)
 
(Zip Code)
Registrant’s telephone number, including area code: (919) 719-4770
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 2.02.    Results of Operations and Financial Condition.    
On May 2, 2018, Triangle Capital Corporation (the “Company”) issued a press release announcing its financial results for the quarter ended March 31, 2018. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information in these Items 2.02 and 7.01 of Form 8-K, and Exhibit 99.1 attached hereto, are being furnished by the Company in satisfaction of the public disclosure requirements of Regulation FD and Item 2.02 of Form 8-K, insofar as they disclose historical information regarding the Company’s results of operations or financial condition as of and for the quarter ended March 31, 2018.
In accordance with General Instructions B.2 and B.6 of Form 8-K, the information included in these Items 2.02 and 7.01, and Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall such information be deemed incorporated by reference into any filing made by the Company under the Exchange Act or the Securities Act of 1933, as amended.

Item 5.07.    Submission of Matters to a Vote of Security Holders.
Set forth below are descriptions of the matters voted on at the Company’s 2018 Annual Meeting of Stockholders, held today, Wednesday, May 2, 2018and the final results of such voting:
Proposal 1 - Election of Directors
The following individuals, constituting all of the nominees named in the Company's Proxy Statement, as filed with the Securities and Exchange Commission on March 1, 2018, were elected as directors to serve until the Company's 2019 annual meeting of stockholders and until their successors have been duly elected and qualified. The following votes were taken in connection with this proposal:
 
 
 
 
 
 
 
 
 
Director
 
For
 
Against
 
Abstain
 
Broker
Non-Votes
E. Ashton Poole
 
18,154,883

 
6,944,026

 
734,521

 
17,523,855

Steven C. Lilly
 
18,246,362

 
6,840,020

 
747,049

 
17,523,854

W. McComb Dunwoody
 
18,556,963

 
6,703,081

 
573,386

 
17,523,855

Mark M. Gambill
 
18,273,698

 
6,991,754

 
567,980

 
17,523,853

Benjamin S. Goldstein
 
18,587,572

 
6,672,615

 
573,243

 
17,523,855

Mark F. Mulhern
 
18,243,711

 
7,012,397

 
577,322

 
17,523,855

Simon B. Rich, Jr.
 
17,813,735

 
7,447,945

 
571,749

 
17,523,856

Garland S. Tucker, III
 
18,640,306

 
6,688,892

 
504,232

 
17,523,855

Proposal 2 - Ratification of Appointment of Independent Registered Public Accounting Firm
The proposal to ratify the selection of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2018 was approved. The following votes were taken in connection with this proposal:
For
Against
Abstain
40,136,318

1,509,298

1,711,669

Proposal 3 - Advisory Vote on Executive Compensation
A proposal to approve an advisory resolution regarding executive compensation, as described in the proxy materials, was approved. The following votes were taken in connection with this proposal:
For
Against
Abstain
Broker Non-Votes
21,611,768

3,328,626

893,036

17,523,855







Item 7.01.
Regulation FD Disclosure.
The disclosure contained in Item 2.02 of this current report on Form 8-K is hereby incorporated in this Item 7.01 by reference.

Item 9.01.
Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No.
  
Description
99.1
  






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.
 
 
 
 
 
 
 
 
Triangle Capital Corporation
 
 
 
Date: May 2, 2018
 
By:
 
/s/ Steven C. Lilly
 
 
 
 
Steven C. Lilly
 
 
 
 
Chief Financial Officer