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 7, 2012 (May 3, 2012)
SOLAR CAPITAL LTD.
(Exact name of registrant as specified in its charter)
| Maryland | 814-00754 | 26-1381340 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
500 Park Avenue
New York, NY 10022
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code: (212) 993-1670
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)) |
Item 5.07. Submission of Matters to a Vote of Security Holders
Solar Capital Ltd. (the “Company”) held its Annual Meeting of Stockholders on May 3, 2012 and submitted two matters to the vote of the stockholders. A summary of the matters voted upon by shareholders is set forth below.
1. Stockholders elected two nominees for directors, each to serve for a three-year term to expire at the 2015 Annual Meeting of Stockholders based on the following votes:
| Name |
Votes For | Votes Withheld | Broker Non-Votes | |||||||||
| Michael S. Gross |
22,627,036 | 1,276,312 | — | |||||||||
| Leonard A. Potter |
23,277,689 | 625,659 | — | |||||||||
2. Stockholders approved a proposal to authorize the Company, with the approval of its Board of Directors, to sell shares of its common stock at a price or prices below the Company’s then current net asset value per share in one or more offerings subject to certain conditions (including, without limitation, that the number of shares issued does not exceed 25% of the Company’s then outstanding common stock immediately prior to each such offering) based on the following votes:
| For | Against | Abstain | Broker Non-Votes |
|||||||||||||
| With Affiliates |
17,279,780 | 6,458,403 | 165,165 | — | ||||||||||||
| % of Voted |
72.29 | % | 27.01 | % | 0.69 | % | — | |||||||||
| % of Outstanding |
47.20 | % | 17.64 | % | 0.45 | % | — | |||||||||
| Without Affiliates |
15,224,131 | 2,858,403 | 165,165 | — | ||||||||||||
| % of Voted |
83.43 | % | 15.66 | % | 0.91 | % | — | |||||||||
| % of Outstanding |
49.43 | % | 9.28 | % | 0.54 | % | — | |||||||||
Item 9.01 Financial Statements and Exhibits.
| (a) | Not applicable. |
| (b) | Not applicable. |
| (c) | Not applicable. |
| (d) | Not applicable. |
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: May 7, 2012 | SOLAR CAPITAL LTD. | |||||
| By: | /s/ Nicholas Radesca | |||||
| Nicholas Radesca | ||||||
| Chief Financial Officer | ||||||