Form 8-K





Washington, D.C. 20549







Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 10, 2019



Portman Ridge Finance Corporation

(Exact name of registrant as specified in its charter)




Delaware   814-00735   20-5951150

(State or other jurisdiction

of incorporation)

  (Commission File Number)   (IRS Employer Identification No.)


650 Madison Avenue, 23rd Floor

New York, New York

(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (212) 891-2880

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:


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.    ☐

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 $0.01 per share   PTMN   The NASDAQ Global Select Market
6.125% Notes due 2022   KCAPL   The NASDAQ Global Select Market







Item 5.07

Submission of Matters to a Vote of Security Holders.

Portman Ridge Finance Corporation (the “Company”) held its Annual Meeting of Shareholders on July 10, 2019 (the “Annual Meeting”). At the Annual Meeting, the Company submitted three proposals to the vote of the shareholders, which are described in detail in the Company’s proxy statement dated May 24, 2019. As of May 16, 2019, the record date for the Annual Meeting, 37,356,061 shares of common stock were eligible to be voted, and 34,882,002 of those shares were voted in person or by proxy at the Annual Meeting.

Proposal 1: Election of Directors

The Company’s shareholders elected George Grunebaum, Dean C. Kehler and David Moffitt as Class I directors to each serve for a three-year term, or until their successors are duly elected and qualified. The results of the vote were as follows:


Nominee    For    Withheld    Broker Non-Votes

George Grunebaum

   11,070,863    1,632,420    22,178,719

Dean C. Kehler

   10,506,305    2,196,978    22,178,719

David Moffitt

   11,242,762    1,460,521    22,178,719

The other directors to serve after the Annual Meeting were as follows:


Class II Directors

(terms expiring in 2020)


Class III Directors

(terms expiring in 2021)

Robert Warshauer    Alexander Duka
Graeme Dell    Christopher Lacovara
   Ted Goldthorpe

Proposal 2: Advisory Vote on Executive Compensation

The compensation paid to the Company’s named executive officers for the fiscal year ended December 31, 2018 was approved by a non-binding, advisory vote. The results of the vote were as follows:


For    Against    Abstain    Broker Non-Votes
10,613,306    1,521,600    568,377    22,178,719

Proposal 3: Ratification of Independent Registered Public Accounting Firm

The Company’s shareholders ratified the selection of KPMG LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019. The results of the vote were as follows:


For    Against    Abstain
33,160,734    1,002,311    718,957





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.


    By:    /s/ Edward U. Gilpin
            Name:   Edward U. Gilpin
            Title:     Chief Financial Officer