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): November 6, 2019 (November 6, 2019)
Investcorp Credit Management BDC, 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 10022
(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))
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 |
ICMB | The NASDAQ Global Select Market | ||
| 6.125% Notes due 2023 | CMFNL | The NASDAQ Global Select Market |
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 November 6, 2019, Investcorp Credit Management BDC, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company submitted two proposals to the vote of the Company’s stockholders, which are described in detail in the Company’s proxy statement dated October 9, 2019 (the “Proxy Statement”). As of September 17, 2019, the record date for the Annual Meeting, 13,625,533 shares of common stock were eligible to be voted. Of the shares eligible to be voted, 8,881,425 shares were voted in person or by proxy in connection with the proposals.
On November 6, 2019, the Company adjourned the Annual Meeting with respect to the one of the proposals, Proposal No. 2, which is discussed in detail in the Proxy Statement, in order to permit additional time to solicit stockholder votes for such proposal. The reconvened Annual Meeting with respect to Proposal No. 2 will be held on December 5, 2019, at 2:00 p.m., Eastern Time, at the offices of Eversheds Sutherland (US) LLP, The Grace Building, 40th Floor, 1114 Avenue of the Americas, New York, NY 10036. Valid proxies for Proposal No. 2 submitted prior to the Annual Meeting and any adjournment will continue to be valid for this reconvened Annual Meeting, unless properly changed or revoked prior to votes being taken at the reconvened Annual Meeting. The record date of September 17, 2019 will remain the same for the reconvened Annual Meeting.
Below is a description of the matter voted on at the Annual Meeting on November 6, 2019 and the final results of such voting.
Proposal 1: Election of Director
The Company’s stockholders elected one director to serve for a three-year term expiring in 2022, or until his successor is duly elected and qualified. The voting results were as follows:
| Votes For | Votes Withheld | |||
| Michael Mauer |
7,994,518 | 886,907 | ||
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description | |
| 99.1 | Press release, dated November 6, 2019 |
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.
| Date: November 6, 2019 | INVESTCORP CREDIT MANAGEMENT BDC, INC. | |||||
| By: | /s/ Rocco DelGuercio |
|||||
| Name: Rocco DelGuercio | ||||||
| Title: Chief Financial Officer | ||||||
EXHIBIT INDEX
| Exhibit Number | Description | |
| 99.1 |
Investcorp Credit Management BDC, Inc. Announces Results from its
2019 Annual Meeting of Stockholders
NEW YORK, November 6, 2019 – Investcorp Credit Management BDC, Inc. (the “Company”) (NASDAQ: ICMB) announced today that it will reconvene its 2019 Annual Meeting of Stockholders (the “Annual Meeting”) on December 5, 2019 at 2:00 p.m. (Eastern Time) at the offices of Eversheds Sutherland (US) LLP, The Grace Building, 40th Floor, 1114 Avenue of the Americas, New York, NY 10036.
At the reconvened Annual Meeting, stockholders will vote on the proposal to authorize the Company, with the approval of the Board of Directors, 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 net asset value per share. This proposal is the second proposal described in detail in the Company’s definitive proxy statement for the Annual Meeting as filed with the Securities and Exchange Commission on October 9, 2019 (the “Proxy Statement”).
Stockholders of record at the close of business on September 17, 2019 are entitled to notice of, and to vote at the Annual Meeting and any adjournment or postponement of the meeting. As of September 17, 2019, the record date, 13,625,533 shares of common stock were entitled to vote at the Annual Meeting. Stockholders who have already voted on the second proposal found in the Proxy Statement need not submit another vote unless they wish to change their votes. Stockholders who have not voted or wish to change their vote on the second proposal found in the Proxy Statement are encouraged to do so promptly. You may vote by signing your proxy card and returning it promptly in the self-addressed envelope provided with your proxy card. You may also vote your proxy electronically by telephone or over the Internet by following the instructions included with your proxy card. The Proxy Statement and the Company’s annual report on Form 10-K for the year ended June 30, 2019 are available at the following cookies-free website that can be accessed anonymously: www.proxyonline.com/docs/investcorpcreditmgmtbdcinc2019.pdf.
On November 6, 2019, prior to the adjournment of the Annual Meeting, Michael Mauer was elected to the Company’s Board of Directors to serve for a three-year term expiring in 2022, or until his successor is duly elected and qualified and the Company’s stockholders voted to approve the adjournment of the Annual Meeting, if necessary or appropriate, to solicit additional proxies.
About Investcorp Credit Management BDC, Inc.
The Company is an externally-managed, closed-end, non-diversified management investment company that has elected to be regulated as a business development company under the Investment Company Act of 1940. The Company’s primary investment objective is to maximize the total return to its stockholders in the form of current income and capital appreciation by investing in debt and related equity investments of privately held middle-market companies. The Company seeks to invest primarily in middle-market companies that have annual revenues of at least $50 million and earnings before interest, taxes, depreciation and amortization of at least $15 million. The Company’s investment activities are managed by its investment adviser, CM Investment Partners LLC. To learn more about Investcorp Credit Management BDC, Inc., please visit www.icmbdc.com.
Forward-Looking Statements
Statements included herein may contain “forward-looking statements,” which relate to future performance or financial condition. Statements other than statements of historical facts included in this press release may constitute forward-looking statements and are not guarantees of future performance or results and involve a number of assumptions, risks and uncertainties, which change over time. Actual results may differ materially from those anticipated in any forward-looking statements as a result of a number of factors, including those described from time to time in filings by the Company with the Securities and Exchange Commission. The Company undertakes no duty to update any forward-looking statement made herein except as required by law. All forward-looking statements speak only as of the date of this press release.
Contacts
Investcorp Credit Management BDC, Inc.
Investor Relations
Email: ICMBinvestorrelations@investcorp.com
Phone: 212-257-5199