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 10, 2024
New Mountain Finance Corporation
(Exact name of registrant as specified in its charter)
| Delaware | | 814-00832 | | 27-2978010 |
(State or other jurisdiction of
incorporation or organization) | | (Commission
File Number) | | (IRS Employer
Identification Number) |
| 1633 Broadway, 48th Floor, | | |
| New York, New York | | 10019 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (212) 720-0300
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 (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 $0.01 per share | | NMFC | | NASDAQ Global Select Market |
| 8.250% Notes due 2028 | | NMFCZ | | 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 (§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. |
New Mountain Finance Corporation (“NMFC”) held its 2024 Annual Meeting of Stockholders on May 10, 2024 (the “Annual Meeting”) and submitted two (2) matters to the vote of stockholders. Stockholders of record as of March 19, 2024 (the "Record Date") were entitled to vote at the Annual Meeting. As of the Record Date, there were 106,289,293 shares of common stock outstanding and entitled to vote. A summary of the matters voted upon by the stockholders is set forth below.
Election of Directors:
Stockholders of NMFC elected three nominees for director, each to serve for a three-year term to expire at the 2027 Annual Meeting of Stockholders based on the following votes:
| Name | | FOR | | WITHHELD | | BROKER NON-VOTES |
| John R. Kline | | 42,192,146 | | 586,824 | | 37,933,273 |
| David Ogens | | 35,177,904 | | 7,601,066 | | 37,933,273 |
| Adam B. Weinstein | | 41,976,002 | | 802,968 | | 37,933,273 |
Ratification of the Appointment of Deloitte & Touche LLP to serve as NMFC’s independent registered public accounting firm for the fiscal year ending December 31, 2024:
Stockholders of NMFC ratified the appointment of Deloitte & Touche LLP to serve as NMFC’s independent registered public accounting firm for the fiscal year ending December 31, 2024 based on the following votes:
| FOR | | AGAINST | | ABSTAINED | | BROKER NON-VOTES |
| 79,805,701 | | 686,182 | | 220,360 | | -0- |
| Item 9.01 | Financial Statements and Exhibits |
Exhibit No.
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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.
| | New Mountain Finance Corporation |
| | | |
| | By: | /s/ Joseph W. Hartswell |
| | Name: | Joseph W. Hartswell |
| | Title: | Chief Compliance Officer and Corporate Secretary |
Date: May 16, 2024
