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Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of report (Date of earliest event reported) September 29, 2022



(Exact Name of Registrant as Specified in Charter)


Maryland   814-00732   20-8700615
(State or Other Jurisdiction
of Incorporation)
  (Commission 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) 906-7800


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))


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 $0.001 per share   SAR   New York Stock Exchange
6.00% Notes due 2027   SAT   New York Stock Exchange


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 29, 2022, Saratoga Investment Corp. (the “Company”) held its 2022 Annual Meeting of Stockholders (the “Annual Meeting”). As of July 29, 2022, the record date for the Annual Meeting, 11,930,233 shares of common stock were eligible to be voted, and 6,013,217 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 each of Steven M. Looney and Charles S. Whitman III as a director of the Company, each to serve until the 2025 Annual Meeting of Stockholders or until their respective successor is duly elected and qualified.


The nominee was elected to serve until the 2025 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   Broker Non-Votes 
Steven M. Looney   5,466,653    546,564      — 
Charles S. Whitman III   5,446,091    567,126     







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.


  Saratoga Investment Corp.
Date: September 29, 2022    
  By: /s/ Henri J. Steenkamp
  Name:  Henri J. Steenkamp
  Title: Chief Financial Officer, Chief Compliance Officer, Treasurer and Secretary