UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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) September 28, 2012

SARATOGA INVESTMENT CORP.

(Exact Name of Registrant as Specified in Charter)

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):

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

On September 28, 2012, Saratoga Investment Corp. (the “Company”) held its 2012 Annual Meeting of Stockholders (the “Annual Meeting”).  As of August 17, 2012, the record date for the Annual Meeting, 3,876,661 shares of common stock were eligible to be voted, and 3,210,679 of those shares were voted in person or by proxy at the Annual Meeting.  The following matters were submitted at the Annual Meeting to the stockholders for consideration:

1.               To elect Christian L. Oberbeck as a director of Saratoga, to serve until the 2015 Annual Meeting of Stockholders or until his successor is duly elected and qualified; and

2.               To approve a proposal to authorize the Company to sell or otherwise issue the Company’s common stock at an offering price per share to investors that is not less than 85% of the Company’s then current net asset value per share.

Proposal 1 — Election of Director

The nominee listed in the Company’s 2012 proxy statement was elected to serve until the 2015 Annual Meeting of Stockholders or until his successor is duly elected and qualified.  The following votes were taken in connection with this proposal:

Proposal 2 — Issuance of Shares Below Net Asset Value

The proposal to authorize the Company to sell or otherwise issue the Company’s common stock at an offering price per share to investors that is not less than 85% of the Company’s then current net asset value per share was approved. The following votes were taken in connection with this proposal:

* Of the 2,341,269 shares of the Company’s common stock eligible to vote as of the record date for the Annual Meeting, 869,410 shares of the Company’s common stock were held by persons or entities not affiliated with the Company.

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SIGNATURES

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.

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