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EX-99.1 - EXHIBIT 99.1 - Medley Capital Corpv335450_ex99-1.htm

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): February 12, 2013

 

Medley Capital Corporation

(Exact Name of Registrant as Specified in its Charter)

 

 

Delaware

(State or other jurisdiction of incorporation)

 

1-35040

(Commission File Number)

27-4576073

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

 

375 Park Avenue, 33rd Floor

New York, NY 10152

(Address of Principal Executive Offices and Zip Code)

 

Registrant’s telephone number, including area code: (212) 759-0777

 

 

Not Applicable

(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))

 

 

 
 

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

 

On February 12, 2013, Medley Capital Corporation (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). The following three proposals were voted on at the meeting: (1) the election of Seth Taube and Arthur S. Ainsberg as Class II directors to serve until the Company’s 2016 Annual Meeting of Stockholders; (2) the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm the fiscal year ending September 30, 2013; and (3) the authorization for the Company 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 as set forth in the proxy statement (including, without limitation, that the number of shares issued does not exceed 25% of the Company’s then outstanding common stock, at a price below, but no more than 20% below, its then current net asset value).

 

Stockholders of record at the close of business on January 14, 2013, were entitled to vote at the Annual Meeting. As of January 14, 2013, there were 28,662,049 shares of common shared outstanding and entitled to vote. A quorum consisting of 21,572,732 shares of common stock of the Company were present or represented at the Annual Meeting.

 

The final voting results for each of the remaining proposals submitted to a vote of stockholders at the Annual Meeting are set forth below. Both such proposals were approved by the requisite vote. The Company has issued a press release announcing the results of the Annual Meeting, which is included as Exhibit 99.1 to this Form 8-K.

 

The Annual Meeting was adjourned until 10:00 a.m. Eastern Time on March 7, 2013, in order to provide additional time to solicit proxies for Proposal Number 3, the approval to authorize the Company to sell shares of its common stock at a price below the then current net asset value per share.

 

Proposal 1.The election of Seth Taube and Arthur S. Ainsberg as Class II directors to serve until the Company’s 2016 Annual Meeting of Stockholders:

 

Director Nominee Votes For Votes Witheld Broker Non-Votes

Seth Taube

 

11,431,936 2,971,077 7,169,719

Arthur S. Ainsberg

 

14,062,635 340,378 7,169,719

 

Proposal 2.The ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm the fiscal year ending September 30, 2013:

 

Votes For Votes Against Abstain
21,166,558 325,745 80,429

 

 

 
 

 

Item 9.01. Financial Statements and Exhibits

 

(a)Not applicable.

 

(b)Not applicable.

 

(c)Exhibits

 

Exhibit No.Description

 

99.1Press Release dated February 15, 2013

 

 

 

 

 

 
 

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: February 15, 2013 MEDLEY CAPITAL CORPORATION
       
       
  By: /s/ Richard T. Allorto, Jr.  
    Name: Richard T. Allorto, Jr.  
    Title: Chief Financial Officer