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

Date of Report (Date of earliest event reported): August 5, 2014

 

 

Apollo Investment Corporation

(Exact Name of Registrant as Specified in Charter)

 

 

 

Maryland		814-00646		52-2439556
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

9 West 57th Street,

New York, NY 10019

(Address of Principal Executive Offices) (Zip Code)

(212) 515-3450

(Registrant’s telephone number, including area code)

None

(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))

 

 

 

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

Annual Meeting:

On August 5, 2014, Apollo Investment Corporation (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved two proposals. The proposals are described in detail in the Company’s definitive proxy statement for the Annual Meeting as filed with the Securities and Exchange Commission (the “SEC”) on June 13, 2014. As of June 11, 2014, the record date, 236,741,351 shares of common stock were eligible to vote.

Proposal 1: The Company’s stockholders elected three Class I directors of the Company, who will each serve for a term of three years, or until his or her successor is duly elected and qualified, as follows:

 

Name of Director		FOR				WITHHELD				Broker Non-Vote
Jeanette Loeb			129,288,903				3,575,443				75,725,587
Frank C. Puleo			129,296,543				3,567,803				75,725,587
Carl Spielvogel			128,953,193				3,911,153				75,725,587

Proposal 2: The Company’s stockholders ratified the selection of PricewaterhouseCoopers LLP as independent registered public accounting firm of the Company for fiscal year ending March 31, 2015 as follows:

 

FOR		AGAINST		ABSTAIN		Broker Non-Vote
205,232,179		2,173,192		1,184,562		0 shares

Special Meeting:

On August 5, 2014, the Company held a special meeting of stockholders (the “Special Meeting”). At the Special Meeting, the Company’s stockholders approved one proposal. The proposal is described in detail in the Company’s definitive proxy statement for the Special Meeting as filed with the SEC on June 13, 2014. As of June 11, 2014, the record date, 236,741,351 shares of common stock were eligible to vote.

Proposal: The Company’s stockholders approved a proposal to authorize flexibility for the Company, with the approval of its Board of Directors, to sell shares of its common stock (during the next 12 months) at a price below the Company’s then current net asset value per share, subject to certain limitations (including that the cumulative number of shares sold pursuant to such authority does not exceed 25% of its then outstanding common stock immediately prior to each such sale). The proposal was approved pursuant to the voting results set forth below:

 

FOR		AGAINST		ABSTAIN
95,565,450		13,817,888		1,430,386

Broker Non-Vote 0 shares

The vote on the above proposal, adjusted for 41,465,265 Affiliated Shares, was as follows:

 

FOR		AGAINST		ABSTAIN
119,621,295		30,970,635		1,687,060

Broker Non-Vote 0 shares

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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.

 

Date: August 7, 2014