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):  February 17, 2012

 

Medley capital corporation

(Exact name of registrant as specified in its charter)

 

Delaware 1-35040 27-4576073
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation)   Identification No.)

 

375 Park Avenue, 33rd Floor

New York, NY 10152

(Address of principal executive offices)(Zip Code)

 

 

Registrant’s telephone number, including area code: (212) 759-0777

 

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:

 

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 
 
ITEM 5.07.Submission of Matters to a Vote of Security Holders.

 

On February 17, 2012, Medley Capital Corporation (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). Three proposals were voted on at the meeting: (1) the election of Andrew Fentress and Richard A. Dorfman as Class I directors to serve until the Company’s 2015 Annual Meeting of Stockholders; (2) the ratification of the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm the fiscal year ending September 30, 2012; and (3) the authorization for the Company to issue securities to, subscribe to, convert to, or purchase shares of the Company’s common stock in one or more offerings, subject to certain conditions.

 

The Annual Meeting was adjourned until March 9, 2012, in order to provide additional time to solicit proxies for Proposal Number 3, the approval to authorize the Company to sell shares of its common stock at a price below the then current net asset value per share.

 

Stockholders of record at the close of business on December 23, 2011, were entitled to vote at the Annual Meeting. As of December 23, 2011 there were 17,320,468 shares of common shared outstanding and entitled to vote. A quorum consisting of 14,120,076 shares of common stock of the Company were present or represented at the meeting.

 

All of the proposals requiring approval were approved by the requisite vote necessary, and the votes with respect to each of the proposals are set forth below:

 

(1)           The election of each of Andrew Fentress and Richard A. Dorfman as Class I directors to serve until the Company’s 2015 Annual Meeting of Stockholders:

 

 

Director Nominee

  

 

For

 

Withheld

Broker

Non-Votes

Andrew Fentress   9,829,813 847,605 3,442,658
Richard A. Dorfman   10,455,960 221,458 3,442,658

 

(2)               The ratification of the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2012:

 

For

 

Against

 

Abstain

14,095,566

 18,654 5,856

 

(4)               The authorization for the Company to issue securities to, subscribe to, convert to, or purchase shares of the Company’s common stock in one or more offerings, subject to certain conditions:

 

For

 

Against

 

Abstain

 8,396,998

2,273,433

6,987 

 

ITEM 8.01. Other Events.

 

On February 22, 2012, the Company issued a press release announcing the results of the Annual Meeting. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

 

ITEM 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description
     
99.1   Press Release, dated February 22, 2012

 

 
 

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.

 

    MEDLEY CAPITAL CORPORATION  
       
   

 

 

  
Date: February 23, 2012  

/s/ Richard T. Allorto, Jr.

  
    Name: Richard T. Allorto, Jr.  
    Title:   Chief Financial Officer  

 

 
 

EXHIBIT INDEX

 

Exhibit No.   Description

 

99.1   Press Release, dated February 22, 2012