Portman Ridge Finance Corp false 0001372807 0001372807 2023-06-22 2023-06-22





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 23, 2023 (June 22, 2023)



Portman Ridge Finance Corporation

(Exact name of registrant as specified in its charter)




Delaware   814-00735   20-5951150

(State or other jurisdiction

of incorporation)



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 (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 Market




Item 5.07 Submission of Matters to a Vote of Security Holders.

On June 22, 2023, Portman Ridge Finance Corporation (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). Set forth below are the two proposals voted upon by the Company’s stockholders at the Annual Meeting, as described in the Company’s Definitive Proxy Statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on April 28, 2023, together with the voting results for each proposal. As of April 25, 2023, the record date for the Annual Meeting, 9,540,424 shares of the Company’s common stock were outstanding and entitled to vote.

Proposal 1. The Company’s stockholders elected the following nominees to serve on the Board of Directors of the Company, each of whom will serve until the 2026 annual meeting of stockholders and until his successor is duly elected and qualifies: Jennifer Kwon Chou, Joseph Morea and Robert Warshauer. The tabulation of votes was:








Broker Non-Votes

Jennifer Kwon Chou

  3,152,908   111,685   2,313,327

Joseph Morea

  3,088,989   175,604   2,313,327

Robert Warshauer

  3,084,571   180,022   2,313,327

Proposal 2. The Company’s stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023, as set forth below.








Broker Non-Votes

5,498,342   58,699   20,879  



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.



/s/ Jason T. Roos

Name:   Jason T. Roos
Title:   Chief Financial Officer

Date: June 23, 2023