8-K: Current report filing
Published on May 4, 2011
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 4, 2011 (May 4, 2011)
Triangle Capital Corporation
(Exact name of registrant as specified in its charter)
Maryland | 001-33130 | 06-1798488 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
3700 Glenwood Avenue, Suite 530, Raleigh, North Carolina | 27612 | |
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: (919) 719-4770
Not Applicable
(Former name or former address, if changed since last report.)
(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):
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))
Item 2.02 Results of Operations and Financial Condition.
On May 4, 2011, Triangle Capital Corporation (the Company) issued a press release
announcing its financial results for the quarter ended March 31, 2011. A copy of the press release
is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by
reference.
The information in these Items 2.02 and 7.01 of Form 8-K, and Exhibit 99.1 attached
hereto, are being furnished by the Company in satisfaction of the public disclosure requirements of
Regulation FD and Item 2.02 of Form 8-K, insofar as they disclose historical information regarding
the Companys results of operations or financial condition as of and for the quarter ended March
31, 2011.
In accordance with General Instructions B.2 and B.6 of Form 8-K, the information included
in these Items 2.02 and 7.01, and Exhibit 99.1, shall not be deemed to be filed for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise
subject to the liabilities of that Section, nor shall such information be deemed incorporated by
reference into any filing made by the Company under the Securities Act of 1933, as amended, or the
Exchange Act.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Company held its annual meeting of stockholders (the Annual Meeting) on May 4,
2011. Following are descriptions of the matters voted on at the Annual Meeting and the final
results of such voting:
Proposal 1 Election of Directors
The following individuals, constituting all of the nominees named in the Companys
Proxys Statement, were elected as directors to serve until the 2012 annual meeting of stockholders
and until their successors have been duly elected and qualified. The following votes were taken in
connection with this proposal:
Broker Non- | ||||||||||||
Director | For | Withheld | Votes | |||||||||
Garland S. Tucker, III |
9,321,591 | 286,080 | 6,929,908 | |||||||||
Brent P.W. Burgess |
9,313,908 | 293,763 | 6,929,908 | |||||||||
Steven C. Lilly |
9,169,660 | 438,011 | 6,929,908 | |||||||||
W. McComb Dunwoody |
9,320,789 | 286,882 | 6,929,908 | |||||||||
Mark M. Gambill |
9,316,977 | 290,694 | 6,929,908 | |||||||||
Benjamin S. Goldstein |
9,321,402 | 286,269 | 6,929,908 | |||||||||
Simon B. Rich, Jr. |
9,307,144 | 300,527 | 6,929,908 | |||||||||
Sherwood H. Smith, Jr. |
9,226,763 | 380,908 | 6,929,908 |
Proposal 3 Approval to Offer and Issue Debt Securities or Preferred Stock Convertible into
Shares of our Common Stock
The proposal to allow the Company to issue debt securities or preferred stock convertible
into shares of our common stock was approved. The following votes were taken in connection with
this proposal:
For | Against | Abstain | |||||||
7,317,586 |
2,151,088 | 137,982 |
Proposal 4 Ratification of Appointment of Independent Registered Public Accounting Firm
The proposal to ratify the selection of Ernst & Young LLP as the Companys independent
registered public accounting firm for the fiscal year ending December 31, 2011 was approved. The
following votes were taken in connection with this proposal:
For | Against | Abstain | |||||||
16,465,648 |
0 | 71,931 |
Proposal 5 Advisory Vote on Executive Compensation
The proposal to approve, on an advisory basis, the compensation of the Companys named
executive officers was approved. The following votes were taken in connection with this proposal:
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For | Against | Abstain | |||||||
8,992,173 |
479,840 | 134,642 |
Proposal 6 Advisory Vote on the Frequency of an Advisory Vote on Executive Compensation
The proposal to determine, on an advisory basis, whether the stockholders of the Company
shall conduct an advisory vote every one year, two years or three years regarding the compensation
of the Companys named executive officers resulted in Three Years. The following votes were taken
in connection with this proposal:
One Year | Two Years | Three Years | Abstain | ||||||||||
3,172,000 |
388,199 | 5,903,559 | 142,898 |
In accordance with the results of this vote, the Board of Directors determined to
implement an advisory vote on executive compensation every three years until the next required vote
on the frequency of shareholder votes on the compensation of executives, which is scheduled to
occur at the 2017 Annual Stockholders Meeting.
Adjournment of 2011 Annual Stockholders Meeting
The Companys 2011 Annual Meeting of Stockholders was adjourned until Monday, June 13, 2011 at
8:30 a.m. (Eastern Time), in order to provide additional time to solicit proxies for Proposal 2,
the approval to authorize Triangle Capital Corporation, pursuant to approval of its Board of
Directors, to sell shares of its common stock during the next year at a price below Triangle
Capital Corporations then current net asset value, or book value, per share. The meeting will be
reconvened at 3700 Glenwood Avenue, Suite 530, Raleigh, North Carolina, 27612.
Item 7.01. Regulation FD Disclosure.
The disclosure contained in Item 2.02 is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
The following Exhibit 99.1 is being furnished herewith to this Current Report on Form 8-K:
Exhibit No. | Description | |
99.1 |
Press Release dated May 4, 2011 of the Company |
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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.
Triangle Capital Corporation |
||||
Date: May 4, 2011 | By: | /s/ Steven C. Lilly | ||
Steven C. Lilly | ||||
Chief Financial Officer |
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EXHIBIT INDEX
Exhibit No. | Description | |
99.1 |
Press Release dated May 4, 2011 of the Company |
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