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 28, 2020

 

 

TPG Specialty Lending, Inc.

(Exact name of registrant as specified in charter)

 

 

 

Delaware   001-36364   27-3380000

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

2100 McKinney Avenue, Suite 1500

Dallas, TX

  75201
(Address of Principal Executive Offices)   (zip code)

Registrant’s telephone number, including area code: (469) 621-3001

 

 

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))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered

Common Stock, par value $0.01 per share

  TSLX   The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

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. ☐

 

 

 

 


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

Annual Meeting of Stockholders

On May 28, 2020, TPG Specialty Lending, Inc. (the “Company”) held its annual meeting of stockholders. Stockholders considered two proposals as described in the Company’s proxy statement filed on April 17, 2020. The final results of the voting on each matter submitted to stockholders at the annual meeting are set forth below.

Proposal 1 – Election of Class III Directors. The stockholders elected the nominees for Class III director by the vote shown below.

 

Nominee

 

Votes “For”

 

Votes “Withheld”

 

Broker Non-Votes

Hurley Doddy

  30,028,471   7,079,584   18,787,551

Joshua Easterly

  26,417,612   10,690,443   18,787,551

Michael Fishman

  26,912,693   10,195,362   18,787,551

Proposal 2 – Ratification of Appointment of Independent Registered Public Accounting Firm. The stockholders ratified the retention of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2020.

 

Votes “For”

 

Votes “Against”

 

Abstentions

 

Broker Non-Votes

51,654,592   4,011,803   229,211   0

Special Meeting of Stockholders

On May 28, 2020, the Company also held a special meeting of stockholders. Stockholders considered one proposal as described in the Company’s proxy statement filed on April 17, 2020. The final results of the voting on the matter submitted to stockholders at the special meeting are set forth below.

Proposal 1 – Sales of Common Stock Below NAV. The stockholders approved the proposal to authorize the Company to sell or otherwise issue shares of its common stock at a price below its then-current net asset value per share in one or more offerings, in each case subject to the approval of its board of directors and subject to certain conditions as set forth in the proxy statement (including that the number of shares issued does not exceed 25% of the Company’s then-outstanding common stock immediately prior to each such offering), by the vote shown below.

The vote on the proposal, including affiliated and unaffiliated shares, was as follows:

 

Votes “For”

 

Votes “Against”

 

Abstentions

 

Broker Non-Votes

39,123,234   3,571,535   658,318   0

The vote on the proposal, adjusted for 18,559,963 affiliated shares, was as follows:

 

Votes “For”

 

Votes “Against”

 

Abstentions

 

Broker Non-Votes

20,676,416   3,571,535   545,173   0


 

SIGNATURES

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.

 

  

TPG SPECIALTY LENDING, INC.

                     (Registrant)

 

Date: May 28, 2020

  

By:

  

/s/ Ian Simmonds

      Ian Simmonds
      Chief Financial Officer