Saratoga Investment Corp.
SARATOGA INVESTMENT CORP. (Form: 8-K, Received: 09/29/2017 15:05:20)












Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported) September 29, 2017 (September 28, 2017)




(Exact Name of Registrant as Specified in Charter)




Maryland   1-33376   20-8700615

(State or Other Jurisdiction

of Incorporation)



File Number)


(IRS Employer

Identification No.)

535 Madison Avenue

New York, New York

(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code (212) 750-3343

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 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))

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.  ☐




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

On September 28, 2017, Saratoga Investment Corp. (the “Company” ) held its 2017 Annual Meeting of Stockholders (the “Annual Meeting” ). As of July 31, 2017, the record date for the Annual Meeting, 5,967,273 shares of common stock were eligible to be voted, and 3,341,148 of those shares were voted in person or by proxy at the Annual Meeting. The following matter was submitted at the Annual Meeting to the stockholders for consideration:

Proposal 1 — Election of Directors


    To elect Michael J. Grisius and G. Cabell Williams each as a director of the Company, to serve until the 2020 Annual Meeting of Stockholders or until his successor is duly elected and qualified.

Each of the nominees were elected to serve until the 2020 Annual Meeting of Stockholders or until his successor is duly elected and qualified. The following votes were taken in connection with this proposal:


Director Nominee

   Votes For      Votes Withheld  

Michael J. Grisius

     3,309,962        31,186  

G. Cabell Williams

     3,249,145        92,003  


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: September 29, 2017    
    By:   /s/ Henri J. Steenkamp
    Name:   Henri J. Steenkamp
    Title:   Chief Financial Officer and Secretary