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 8, 2017 (May 4, 2017)

Fifth Street Asset Management Inc.

(Exact name of registrant as specified in its charter)

Registrant's telephone number, including area code: (203) 681-3600

Not Applicable

(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:

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 ý 

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. ý

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

On May 4, 2017, Fifth Street Asset Management Inc. (the “Company”) held its 2017 annual meeting of stockholders (the “Annual Meeting”). Set forth below are the two proposals voted upon by the Company’s stockholders at the Annual Meeting, as set forth in the Company’s Definitive Proxy Statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on April 11, 2017, together with the voting results for each proposal. As of April 10, 2017, the record date for the Annual Meeting, 15,576,620 shares of the Company’s Class A common stock and 34,285,484 shares of the Company’s Class B common stock were outstanding and entitled to vote. Each share of the Company’s Class A common stock is entitled to one vote per share and each share of the Company’s Class B common stock is entitled to five votes per share.

Proposal 1. The Company’s stockholders elected the following seven nominees to serve on the Board of Directors of the Company, each of whom will serve until the 2018 annual meeting of stockholders, or until his or her successor is duly elected and qualified: Michael W. Arthur, Jodi H. Bond, Thomas M. Brandt, Alexander C. Frank, Thomas L. Harrison, Leonard M. Tannenbaum and James F. Velgot. The tabulation of votes was:

Proposal 2. The Company’s stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent public accounting firm for the fiscal year ending December 31, 2017, as set forth below.

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.