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): July 19, 2023
OFS Capital Corporation
(Exact name of Registrant as specified in its charter)
| | | | | | | | |
| Delaware | 814-00813 | 46-1339639 |
(State or other jurisdiction
of incorporation) | (Commission
File Number) | (I.R.S. Employer
Identification No.) |
| | | | | |
10 S. Wacker Drive, Suite 2500 Chicago, Illinois | 60606 |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (847) 734-2000
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:
| | | | | | | | |
| | ¨ | 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, $0.01 par value per share | | OFS | | The Nasdaq Global Select Market |
| 4.95% Notes due 2028 | | OFSSH | | 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 or Rule 12b-2 of the Securities Exchange Act of 1934.
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 July 19, 2023, OFS Capital Corporation, a Delaware corporation (the “Company”), held an adjourned Special Meeting of Stockholders (the “Special Meeting”). Stockholders considered one proposal as described in the Company’s proxy statement filed on April 26, 2023. The final results of the voting on the matter submitted to stockholders at the Special Meeting are set forth below.
Proposal – Sales of Common Stock Below NAV. The stockholders approved the proposal to authorize the Company, with approval of its Board of Directors, to sell or otherwise issue shares of its common stock (during the next 12 months) at a price below the Company’s then current net asset value per share in one or more offerings, subject to certain limitations set forth in the proxy statement for the Special Meeting (including that the cumulative number of shares sold pursuant to such authority does not exceed 25% of the Company’s then outstanding common stock immediately prior to each such sale) by the vote shown below.
The vote on the proposal, including affiliated and non-affiliated shares, was as follows:
| | | | | | | | |
| For | Against | Abstain |
| 6,886,015 | 1,485,606 | 175,606 |
The vote on the proposal, adjusted for 3,020,992 affiliated shares, was as follows:
| | | | | | | | |
| For | Against | Abstain |
| 3,865,023 | 1,485,606 | 175,606 |
* * * * *
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.
| | | | | | | | |
| | OFS CAPITAL CORPORATION |
| | | |
| Date: July 19, 2023 | By: | /s/ Bilal Rashid |
| | | Chief Executive Officer |
