SECURITIES AND EXCHANGE COMMISSION
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): June 7, 2021
Portman Ridge Finance Corporation
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
650 Madison Avenue, 23rd Floor
New York, New York
|(Address of principal executive offices)||(Zip Code)|
(Registrants telephone number, including area code): (212) 891-2880
(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 Instructions 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))
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. ☐
Securities registered pursuant to Section 12(b) of the Exchange Act:
Title of each class
Name of each exchange
on which registered
|Common Stock, par value $0.01 per share||PTMN|| |
The NASDAQ Global Select
Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 7, 2021, Portman Ridge Finance Corporation (the Company) held its annual meeting of stockholders (the Annual Meeting). Set forth below are the four proposals voted upon by the Companys stockholders at the Annual Meeting, as described in the Companys Definitive Proxy Statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on April 23, 2021, together with the voting results for each proposal. As of April 12, 2021, the record date for the Annual Meeting, 75,195,141 shares of the Companys common stock were outstanding and entitled to vote.
Proposal 1. The Companys stockholders elected the following nominees to serve on the Board of Directors of the Company, each of whom will serve until the 2024 annual meeting of stockholders and until his successor is duly elected and qualifies: Alexander Duka, Ted Goldthorpe and Christopher Lacovara. The tabulation of votes was:
Proposal 2. The Companys stockholders ratified the appointment of Deloitte & Touche LLP as the Companys independent registered public accounting firm for the fiscal year ending December 31, 2021, as set forth below.
Proposal 3. The Companys stockholders approved the grant of discretionary authority to the Board of Directors of the Company to amend the Companys Certificate of Incorporation to effect a reverse stock split of its common stock (the Reverse Stock Split) within the range of 1-5 to 1-15, the exact ratio (the Reverse Stock Split Ratio), if any, to be determined by the Board of Directors of the Company, as described in the Companys proxy statement. The results of the vote were as follows:
Proposal 4. The Companys stockholders approved an amendment to the Companys Certificate of Incorporation to decrease, concurrent with and conditioned upon the effectiveness of the Reverse Stock Split, the number of authorized shares of common stock by one half of the Reverse Stock Split Ratio, as described in the Companys proxy statement. The results of the vote were as follows:
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.
|PORTMAN RIDGE FINANCE CORPORATION|
|Name:||Jason T. Roos|
|Title:||Chief Financial Officer|
Date: June 8, 2021