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 27, 2014

 

Monroe Capital Corporation

(Exact name of registrant as specified in its charter)

 

Maryland

(State or other jurisdiction of incorporation)

 

814-00866 27-4895840
(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):

 

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 June 27, 2014, Monroe Capital Corporation (the “Company”) reconvened its 2014 annual meeting of stockholders (the “Meeting”), which was previously adjourned on June 25, 2014, 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 30, 2014 (the “Proxy Statement”). A summary of the matters voted upon by stockholders is set forth below.

 

Proposal 1—Election of Class II Directors

 

The following individuals, constituting all of the nominees named in the Proxy Statement, were elected as Class II directors to serve until the 2017 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 
Jeffrey A. Golman   4,223,143    796,244 
Jorde M. Nathan   4,382,518    636,869 
Aaron D. Peck   4,219,670    799,717 

 

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 
With Affiliates   3,831,459    605,278    582,648 
% of shares voted   76.33%   12.06%   11.61%
Without Affiliates   3,636,211    605,278    582,648 
% of shares voted   75.38%   12.55%   12.08%

 

 
 

 

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:
Title:		 Aaron D. Peck
Chief Financial Officer

 

Dated: June 27, 2014