8-K 1 d791658d8k.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): August 28, 2019 (August 28, 2019)

CM Finance Inc

(Exact name of registrant as specified in its charter)


Maryland   814-01054   46-2883380

(State or other jurisdiction

of incorporation)


(Commission File Number)

  (I.R.S. Employer Identification No.)

65 East 55th Street

15th 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. ☐

Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class   Trading symbol(s)  

Name of Each Exchange on

Which Registered

Common Stock, par value $0.001

per share


The NASDAQ Global Select Market

6.125% Notes due 2023






The NASDAQ Global Select Market


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

CM Finance Inc (the “Company”) held a special meeting of its stockholders (the “Special Meeting”) on August 28, 2019. There were 13,619,690 shares of the Company’s common stock outstanding and entitled to vote on the record date for the Special Meeting, and 9,059,287 shares of the Company’s common stock were represented in person or by proxy at the Special Meeting, which number constituted a quorum. The Company’s stockholders were asked to consider and act upon the following proposals, each of which was described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on July 12, 2019:

Proposal 1: New Advisory Agreement Proposal

The Company’s stockholders voted to approve the new investment advisory agreement (the “New Advisory Agreement”) between the Company and CM Investment Partners LLC (the “Adviser”), in connection with the acquisition by Investcorp Credit Management US LLC (“Investcorp”) of an approximate 76% ownership interest in the Adviser. The following votes were taken in connection with this proposal:


For    Against    Abstain     
8,907,187    72,948    79,152   

Proposal 2: Adjournment Proposal

The Company’s stockholders voted to approve the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there were insufficient votes to approve Proposal 1. The following votes were taken in connection with this proposal:


For    Against    Abstain     
8,896,577    94,237    68,470   




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: August 28, 2019    CM FINANCE INC                                        
   By:   /s/ Rocco DelGuercio                               
     Name: Rocco DelGuercio   
     Title:   Chief Financial Officer