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): June 5, 2024
(Exact name of Registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||
| (Address of principal executive offices) | (Zip Code) | ||||
Registrant’s telephone number, including area code: (847 ) 734-2000
Not applicable
(Former name or former address, if changed since last report)
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| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | ||||||||
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Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
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 5.07. Submission of Matters to a Vote of Security Holders.
On June 5, 2024, OFS Capital Corporation, a Delaware corporation (the “Company”), held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”). There were present at the Annual Meeting in person or by proxy stockholders holding an aggregate of 9,346,365 shares of the Company’s common stock, out of a total number of 13,398,078 shares of the Company’s common stock issued and outstanding and entitled to vote at the Annual Meeting. The following matters were submitted at the Annual Meeting to the Company’s stockholders for consideration:
1.The election of two (2) Class III directors, each of whom will serve for a term of three years, or until their successors are elected and qualified; and
2.The ratification of the selection by the Audit Committee of the Company’s Board of Directors of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.
Ashwin Ranganathan and Jeffrey A. Cerny were elected to serve as Class III Directors until the 2027 annual meeting of stockholders, or until their successors are elected and qualified, and the appointment of KPMG LLP as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2024 was ratified.
The detailed final voting results of the shares voted with regard to each of these matters are as follows:
1. Election of the Class III directors:
| For | Withheld | Broker Non-Votes | |||||||||
| Ashwin Ranganathan | 5,854,445 | 235,318 | 3,256,602 | ||||||||
| Jeffrey A. Cerny | 5,812,501 | 277,262 | 3,256,602 | ||||||||
Continuing directors whose terms did not expire at the Annual Meeting were as follows: Elaine E. Healy is currently serving as a Class I director and her term expires in 2025, and Romita Shetty and Bilal Rashid are currently serving as Class II directors, whose terms expire in 2026.
2.Ratification of the selection by the Audit Committee of the Company’s Board of Directors of KPMG LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024:
| For | Against | Abstain | ||||||
| 9,171,119 | 101,488 | 73,758 | ||||||
* * * * *
SIGNATURE
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.
| OFS CAPITAL CORPORATION | ||||||||
| Date: June 5, 2024 | By: | /s/ Bilal Rashid | ||||||
| Chief Executive Officer | ||||||||