CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): December 12, 2022 (December 9, 2022)
Prospect Capital Corporation
(Exact name of registrant as specified in its charter)
Maryland
814-00659
43-2048643
(State or other jurisdiction
(Commission File Number)
(IRS Employer
of incorporation)
Identification No.)
10 East 40th Street, 42nd Floor, New York, New York10016
(Address of principal executive offices, including zip code)
(212)448-0702
(Registrant’s telephone number, including area code)
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:
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
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
Name of each exchange on which registered
Common Stock, $0.001 par value
PSEC
NASDAQ Global Select Market
5.35% Series A Fixed Rate Cumulative Perpetual Preferred Stock, par value $0.001
PSEC PRA
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 o
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. o
Item 5.07.Submission of Matters to a Vote of Security Holders.
On December 9, 2022, Prospect Capital Corporation (the “Company”) held its Annual Meeting of Stockholders virtually (the “Annual Meeting”). At the Annual Meeting, the Company’s common and preferred stockholders voted on one proposal. The proposal is described in detail in the Company’s definitive proxy statement for the Annual Meeting as filed with the Securities and Exchange Commission (the “SEC”) on September 13, 2022.
As of September 12, 2022, the record date (“Record Date”), 394,796,549 shares of the Company's common stock (“Common Stock”) were eligible to vote, which included 108,316,455 shares of Common Stock owned by affiliates. Additionally, as of the Record Date, 30,064,070 shares of the Company’s 5.50% Series A1 Preferred Stock, 187,000 shares of the Company’s 5.50% Series A2 Preferred Stock, 6,000,000 shares of the Company’s 5.35% Series A Fixed Rate Cumulative Perpetual Preferred Stock and 3,839,828 shares of the Company’s 5.50% Series M1 Preferred Stock, or altogether 40,090,898 shares of the Company’s preferred stock (“Preferred Stock”), were eligible to vote, which included 1,146 shares of Preferred Stock owned by affiliates. Each share of Common Stock was entitled to one vote on each matter to be voted on by holders of the Common Stock at the Annual Meeting, and each share of Preferred Stock was entitled to one vote on each matter to be voted on by holders of the Preferred Stock at the Annual Meeting. The final voting results from the Annual Meeting were as follows:
Proposal 1. The Company’s stockholders elected two directors of the Company. Each of John F. Barry III and Eugene S. Stark shall serve as a Class III director until the annual meeting of stockholders of the Company in 2025 and until his successor is duly elected and qualifies or until his earlier resignation, removal from office, death or incapacity. The directors were re-elected pursuant to the voting results set forth below:
Name
For
Against
Abstained
Broker Non-Votes
John F. Barry III
234,010,489
14,574,164
4,364,039
-
Eugene S. Stark
20,271,009
329,126
1,038,220
-
3
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
