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 8, 2022
OFS Capital Corporation
(Exact Name of Registrant as Specified in Charter)
| Delaware | 814-00813 | 46-1339639 | ||||||
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
| 10 S. Wacker Drive, Suite 2500, Chicago, Illinois | 60606 | ||||
| (Address of Principal Executive Offices) | (Zip Code) | ||||
| (847) 734-2000 | ||
| (Registrant’s telephone number, including area code) | ||
| Not applicable | ||
| (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):
¨ 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))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
| Common Stock, $0.01 par value per share | OFS | The Nasdaq Global Select Market | ||||||
| 4.95% Notes due 2028 | OFSSH | The Nasdaq Global Select Market | ||||||
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 8, 2022, OFS Capital Corporation, a Delaware corporation (the “Company”), held its 2022 Annual Meeting of Stockholders (the “Annual Meeting”). There were present at the Annual Meeting in person or by proxy stockholders holding an aggregate of 10,156,278 shares of the Company’s common stock, out of a total number of 13,425,429 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 a Class I director who will serve for a term of three years, or until her successor is 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, 2022.
Elaine E. Healy was elected to serve as a Class I Director until the 2025 annual meeting of stockholders, or until her successor is 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, 2022 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 I director:
| For | Withheld | Broker Non-Votes | |||||||||
| Elaine E. Healy | 6,736,464 | 142,738 | 3,277,076 | ||||||||
Continuing directors whose terms did not expire at the Annual Meeting were as follows: Romita Shetty and Bilal Rashid are currently serving as Class II directors, whose terms expire in 2023, and Ashwin Ranganathan and Jeffrey A. Cerny are currently serving as Class III directors, whose terms expire in 2024.
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, 2022:
| For | Against | Abstain | ||||||
| 9,968,727 | 141,168 | 46,383 | ||||||
* * * * *
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 8, 2022 | By: | /s/ Bilal Rashid | ||||||
| Chief Executive Officer | ||||||||