8-K/A 1 d505781d8ka.htm CM FINANCE INC CM Finance Inc





Washington, D.C. 20549






Current Report

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 22, 2017 (December 21, 2017)



CM Finance Inc

(Exact name of registrant as specified in its charter)




Maryland   814-01054   46-2883380

(State or other jurisdiction

of incorporation)



File Number)


(I.R.S. Employer

Identification No.)

601 Lexington Avenue, 26th Floor

New York, New York


(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (212) 257-5199


Former name or former address, if changed since last report



Check the appropriate box below if the Form 8-K 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.  ☐




CM Finance Inc (the “Company”) is filing this Current Report on Form 8-K/A to add to its Current Report on Form 8-K filed with the Securities and Exchange Commission on November 8, 2017 the final voting results for the proposal described herein.


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

The Company’s 2017 Annual Meeting of Stockholders (the “Annual Meeting”) was initially called to order on November 7, 2017 and was adjourned in order to permit additional time to solicit stockholder votes with respect to Proposal No. 2. The Annual Meeting was reconvened on November 30, 2017 and December 21, 2017.

At the Annual Meeting, the Company submitted two proposals to the vote of Stockholders, which are described in detail in the Company’s proxy statement dated September 20, 2017. The Company’s stockholders previously approved Proposal 1 on November 7, 2017. As of September 8, 2017, the record date for the Annual Meeting, 13,689,723 shares of common stock were eligible to be voted. Of the shares eligible to be voted, 10,460,386 shares were voted in person or by proxy in connection with Proposal 2. At the reconvened Annual Meeting held on December 21, 2017, Proposal 2 was approved as follows:

Proposal 2: Approval of Proposal to Authorize the Company to Issue Shares Below NAV

The Company’s stockholders approved a proposal to authorize the Company, with Board approval, to sell or otherwise issue up to 25% of the Company’s outstanding common stock at an offering price that is below the Company’s then current NAV per share. The voting results were as follows:


     Votes For      Votes Against      Abstentions  

All Stockholders

     6,956,442        3,248,015        255,930  

All Stockholders excluding Affiliates*

     6,809,448        3,289,496        259,198  


* Adjusted for 102,244 affiliated shares. This motion received the affirmative vote of (i) the holders of a majority of the outstanding shares of common stock entitled to vote at this meeting; and (ii) the holders of a majority of the outstanding shares of common stock entitled to vote at this meeting that are not held by affiliated persons of the Company. For purposes of this proposal, the Investment Company Act of 1940, as amended, defines “a majority of the outstanding shares” as: (i) 67% or more of the voting securities present at this meeting if the holders of more than 50% of the outstanding voting securities of the Company are present or represented by proxy; or (ii) 50% of the outstanding voting securities of the Company, whichever is less.


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.


Date: December 22, 2017   CM FINANCE INC

/s/ Rocco DelGuercio

    Name:   Rocco DelGuercio
    Title:   Chief Financial Officer and Treasurer