8-K: Current report filing
Published on May 2, 2018
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 2, 2018 (May 2, 2018)
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Triangle Capital Corporation
(Exact name of registrant as specified in its charter)
_________________________________________________________
Maryland |
814-00733 |
06-1798488 |
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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3700 Glenwood Avenue, Suite 530, Raleigh, North Carolina |
27612 |
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(Address of Principal Executive Offices) |
(Zip Code) |
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Registrant’s telephone number, including area code: (919) 719-4770
Not Applicable
(Former name or former address, if changed since last report.)
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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:
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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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 2.02. Results of Operations and Financial Condition.
On May 2, 2018, Triangle Capital Corporation (the “Company”) issued a press release announcing its financial results for the quarter ended March 31, 2018. 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 Company’s results of operations or financial condition as of and for the quarter ended March 31, 2018.
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 Exchange Act or the Securities Act of 1933, as amended.
Item 5.07. Submission of Matters to a Vote of Security Holders.
Set forth below are descriptions of the matters voted on at the Company’s 2018 Annual Meeting of Stockholders, held today, Wednesday, May 2, 2018, and the final results of such voting:
Proposal 1 - Election of Directors
The following individuals, constituting all of the nominees named in the Company's Proxy Statement, as filed with the Securities and Exchange Commission on March 1, 2018, were elected as directors to serve until the Company's 2019 annual meeting of stockholders and until their successors have been duly elected and qualified. The following votes were taken in connection with this proposal:
Director |
For |
Against |
Abstain |
Broker
Non-Votes
|
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E. Ashton Poole |
18,154,883 |
6,944,026 |
734,521 |
17,523,855 |
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Steven C. Lilly |
18,246,362 |
6,840,020 |
747,049 |
17,523,854 |
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W. McComb Dunwoody |
18,556,963 |
6,703,081 |
573,386 |
17,523,855 |
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Mark M. Gambill |
18,273,698 |
6,991,754 |
567,980 |
17,523,853 |
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Benjamin S. Goldstein |
18,587,572 |
6,672,615 |
573,243 |
17,523,855 |
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Mark F. Mulhern |
18,243,711 |
7,012,397 |
577,322 |
17,523,855 |
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Simon B. Rich, Jr. |
17,813,735 |
7,447,945 |
571,749 |
17,523,856 |
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Garland S. Tucker, III |
18,640,306 |
6,688,892 |
504,232 |
17,523,855 |
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Proposal 2 - Ratification of Appointment of Independent Registered Public Accounting Firm
The proposal to ratify the selection of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2018 was approved. The following votes were taken in connection with this proposal:
For |
Against |
Abstain |
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40,136,318 |
1,509,298 |
1,711,669 |
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Proposal 3 - Advisory Vote on Executive Compensation
A proposal to approve an advisory resolution regarding executive compensation, as described in the proxy materials, was approved. The following votes were taken in connection with this proposal:
For |
Against |
Abstain |
Broker Non-Votes |
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21,611,768 |
3,328,626 |
893,036 |
17,523,855 |
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Item 7.01. |
Regulation FD Disclosure. |
The disclosure contained in Item 2.02 of this current report on Form 8-K is hereby incorporated in this Item 7.01 by reference.
Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits
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Exhibit
No.
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Description |
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99.1 |
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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 |
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Date: May 2, 2018 |
By: |
/s/ Steven C. Lilly |
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Steven C. Lilly |
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Chief Financial Officer |
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