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MRCC Monroe Capital

Filed: 17 Jun 21, 4:25pm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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 16, 2021

 

 

 

Monroe Capital Corporation

(Exact name of registrant as specified in its charter)

 

 

  

Maryland 814-00866 27-4895840

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

311 South Wacker Drive, Suite 6400, Chicago, IL 60606
(Address of principal executive offices) (Zip Code)

 

(312) 258-8300

(Registrant’s telephone number, including area code)

 

(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 (see General Instruction A.2. below):

 

¨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 $0.001 per share MRCC The Nasdaq Global Select Market

 

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 ¨

 

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

 

On June 16, 2021, Monroe Capital Corporation (the “Company”) held its 2021 annual meeting of stockholders (the “Meeting”) to consider Proposals 1 and 2 as described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 20, 2021 (the “Proxy Statement”). A summary of the matters voted upon by stockholders is set forth below.

 

Proposal 1—Election of Class III Directors

 

The following individuals, constituting all of the nominees named in the Proxy Statement, were elected as Class III directors to serve until the 2024 annual meeting of stockholders and until their successors have been duly elected and qualified. The following votes were taken in connection with this proposal:

 

  For  Withheld 

Broker

Non-Vote

Theodore L. Koenig 10,344,359 1,394,665 0
Jeffrey D. Steele 10,197,694 1,541,330 0

  

Proposal 2—Approval to Sell Shares of Common Stock Below Net Asset Value

 

The Company’s stockholders approved a proposal to authorize flexibility for the Company, with the approval of its Board of Directors, to sell shares of its common stock during the next twelve months at a price below its then-current net asset value per share, subject to certain limitations as set forth in the Proxy Statement. The following votes were taken in connection with this proposal:

 

  For Against Abstain Broker Non-Vote
With Affiliate Shares 9,571,104 1,709,180 458,740 0
Without Affiliate Shares 8,858,154 1,709,180 458,740 0

  

 

 

 

 

 

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.

 

 

 MONROE CAPITAL CORPORATION
   
 By:/s/ Aaron D. Peck
 Name: Aaron D. Peck
 Title: Chief Financial Officer

  

 

Dated: June 17, 2021