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): June 24, 2014 |
FS Investment Corporation II
(Exact name of Registrant as specified in its charter)
| Maryland | 814-00926 | 80-0741103 |
| (State or other jurisdiction | (Commission | (I.R.S. Employer |
| of incorporation) | File Number) | Identification No.) |
| Cira Centre | 19104 | |
| 2929 Arch Street, Suite 675 | (Zip Code) | |
| Philadelphia, Pennsylvania | ||
| (Address of principal executive offices) |
| Registrant’s telephone number, including area code: (215) 495-1150 |
None
(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 (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. |
FS Investment Corporation II (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”) on June 24, 2014. As of April 21, 2014, the record date for the determination of stockholders entitled to notice of, and to vote at, the Annual Meeting, 304,526,096 shares of common stock were eligible to be voted, and 115,112,638 of those shares were voted in person or by proxy at the Annual Meeting. Stockholders were asked to consider and act upon:
| · | Proposal No. 1 – the election of ten members of the board of directors of the Company to serve until the 2015 annual meeting of stockholders and until their successors are duly elected and qualified; and |
| · | Proposal No. 2 – the ratification of the appointment of McGladrey LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2014. |
All director nominees listed in the Company’s 2014 proxy statement were elected by the Company’s stockholders at the Annual Meeting. The votes for, votes withheld and broker non-votes for each director nominee are set forth below:
| Director Nominee | Votes For | Votes Withheld | Broker Non-Votes |
| Barbara Adams | 68,378,420 | 1,850,680 | 44,883,538 |
| David J. Adelman | 68,359,454 | 1,869,646 | 44,883,538 |
| Stephen T. Burdumy | 68,305,590 | 1,923,510 | 44,883,538 |
| Michael C. Forman | 68,404,499 | 1,824,601 | 44,883,538 |
| Michael J. Heller | 68,385,773 | 1,843,327 | 44,883,538 |
| Jerel A. Hopkins | 68,109,569 | 2,119,531 | 44,883,538 |
| Robert E. Keith, Jr. | 68,250,558 | 1,978,542 | 44,883,538 |
| Paul Mendelson | 68,381,789 | 1,847,311 | 44,883,538 |
| John E. Stuart | 68,347,461 | 1,881,639 | 44,883,538 |
| Scott J. Tarte | 68,368,406 | 1,860,694 | 44,883,538 |
The proposal to ratify the appointment of McGladrey LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2014 was also approved by the Company’s stockholders at the Annual Meeting. The votes for, votes against, abstentions and broker non-votes are set forth below:
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
| 112,686,888 | 586,414 | 1,839,336 | 0 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| FS Investment Corporation II | ||||
| Date: | June 25, 2014 | By: | /s/ Michael C. Forman | |
| Michael C. Forman | ||||
| President and Chief Executive Officer | ||||