AMERICAN CAPITAL, LTD - FORM 8-K - April 30, 2012

U.S. 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): April 27, 2012 (April 30, 2012)

 

American Capital, Ltd.

(Exact name of registrant as specified in its charter)

 

     

DELAWARE

814-00149

52-1451377

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

 

 

2 Bethesda Metro Center, 14th Floor Bethesda, MD 20814

(Address of principal executive offices, zip code)

 

Registrant's telephone number, including area code: (301) 951-6122

N/A

(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

 

[ ] Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act

 

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

 

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

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

On April 27, 2012, American Capital, Ltd. (the "Company") held its 2012 Annual Meeting of Stockholders (the "Annual Meeting"), at the Hyatt Regency Bethesda Hotel, 7400 Wisconsin Avenue, Bethesda, Maryland 20814, at 9:00 a.m. (ET). The record date for the Annual Meeting was March 1, 2012. As of the record date, a total of 333,980,111 shares of the Company's common stock were entitled to vote at the Annual Meeting. There were 280,603,023 shares present in person or by proxy at the Annual Meeting. Set forth below are the matters acted upon by the stockholders, and the final voting results of each such proposal.

  1. Election of Directors. The Company's stockholders voted to elect eight (8) Director Nominees to hold office for a term of one (1) year, or until the next annual meeting of stockholders:

    2. Nominee

    For

    Against

    Abstain

    Non Votes

    Mary C. Baskin

    173,631,526

    9,151,445

    758,224

    97,061,828

    Neil M. Hahl

    173,772,064

    8,987,487

    781,645

    97,061,828

    Philip R. Harper

    135,973,532

    46,758,095

    809,568

    97,061,828

    John A. Koskinen

    173,839,797

    9,016,806

    684,592

    97,061,828

    Stan Lundine

    135,851,871

    47,004,851

    684,473

    97,061,828

    Kenneth D. Peterson, Jr.

    173,616,406

    9,136,790

    787,999

    97,061,828

    Alvin N. Puryear

    135,910,060

    46,861,451

    769,684

    97,061,828

    Malon Wilkus

    168,479,161

    14,395,965

    666,069

    97,061,828

  2. Amendment to Third Amended and Restated Certificate of Incorporation. The Company's stockholders voted to adopt the amendment to the Company's Third Amended and Restated Certificate of Incorporation to preserve certain tax benefits.

    3. For

    Against

    Abstain

    264,011,811

    15,557,117

    1,034,096

  3. Ratification of appointment of Ernst & Young LLP. The Company's stockholders voted to ratify the appointment of Ernst & Young LLP as the Company's independent public accountant for the year ending December 31, 2012.

For

Against

Abstain

271,270,248

8,283,957

1,048,818

 

 

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.

 

 
         

 

 

AMERICAN CAPITAL, LTD.

Dated: April 30, 2012

By:

/s/ Samuel A. Flax

 

 

 

 

Samuel A. Flax

Executive Vice President, General

Counsel and Secretary
         

 

AMERICAN CAPITAL, LTD Reports