8-K
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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

February 7, 2023

Date of Report (Date of earliest event reported)

 

PennantPark Floating Rate Capital Ltd.

(Exact name of registrant as specified in its charter)

 

 

 

Maryland

814-00891

27-3794690

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

 

1691 Michigan Avenue

Miami Beach, Florida

(Address of Principal Executive Offices)

 

33139

(Zip Code)

 

(786) 297-9500

(Registrant's telephone number, including area code)

 

Not Applicable

(Former name or former address, if changed since last report)

 

 

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, par value $0.001 per share

PFLT

The New York Stock Exchange

 

 

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:

 

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 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

 

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 February 7, 2023, PennantPark Floating Rate Capital Ltd. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”) and submitted two matters to the vote of its stockholders. The proposals are described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on December 8, 2022. As of November 30, 2022, the record date, 45,345,638 shares of common stock were eligible to vote. A summary of the matters voted upon by the stockholders is set forth below.

Proposal 1. The Company’s stockholders elected two Class III directors of the Company, who will each serve until the 2026 Annual Meeting and until his successor is duly elected and qualifies.

The voting results as of February 7, 2023, as certified by the inspector of election, are set forth below:

 

Name

 

For

 

 

Against

 

 

Abstain

 

 

Broker Non-Vote

 

Arthur H. Penn

 

 

7,614,437

 

 

 

2,086,502

 

 

 

212,041

 

 

 

15,412,855

 

% of Shares Voted

 

 

76.81

%

 

 

21.05

%

 

 

2.14

%

 

N/A

 

José A. Briones, Jr.

 

 

9,371,795

 

 

 

310,472

 

 

 

230,713

 

 

 

15,412,855

 

% of Shares Voted

 

 

94.54

%

 

 

3.13

%

 

 

2.33

%

 

N/A

 

 

Proposal 2. The Company’s stockholders ratified the selection of RSM US LLP to serve as the Company’s independent registered public accounting firm for the year ending September 30, 2023.

The voting results as of February 7, 2023, as certified by the inspector of election, are set forth below:

 

 

 

For

 

 

Against

 

 

Abstain

 

Shares Voted

 

 

24,585,673

 

 

 

326,010

 

 

 

414,152

 

% of Shares Voted

 

 

97.08

%

 

 

1.29

%

 

 

1.64

%

 

 

 


 

 

 

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

 

 

 

PennantPark Floating Rate Capital Ltd.

 

 

Dated: February 10, 2023

 

/s/ RICHARD T. ALLORTO, Jr.

 

 

Richard T. Allorto, Jr.

Chief Financial Officer & Treasurer