ITEM 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
Annual Meeting:
On May 3, 2023, the Registrant held its 2023 annual meeting of stockholders (the
"Annual Meeting"). The proposals considered at the Annual Meeting are described
in detail in the Registrant's definitive proxy statement for the Annual Meeting
as filed with the Securities and Exchange Commission on March 15, 2023 (the
"Annual Proxy"). As of March 6, 2023, the record date, 72,571,907 shares of
common stock were eligible to vote.
First Proposal. The Registrant's stockholders elected two directors of the
Company (the "Class I Directors"), each of whom will serve until the 2026 Annual
Meeting, or until his or her successor is duly elected and qualifies or until
his or her earlier resignation, removal from office, death or incapacity. The
Class I Directors were elected pursuant to the voting results set forth below:
Name For Withheld
John R. Baron 16,572,096 6,020,225
Jerrold B. Harris 16,260,194 6,332,127
Broker Non-Vote 26,036,190 shares
Second Proposal. The Registrant's stockholders ratified the selection of
Deloitte & Touche LLP to serve as the Registrant's independent registered public
accounting firm for the year ending December 31, 2023, as set forth below:
For Against Abstain
46,008,625 960,456 1,659,430
Broker Non-Vote 0 shares
Special Meeting:
On May 3, 2023, the Registrant convened its special meeting of stockholders (the
"Special Meeting") to vote on a proposal to authorize the Registrant, with the
approval of the Registrant's board of directors, to sell or otherwise issue
shares of its common stock (during the next 12 months) at a price below the
Registrant's then current net asset value per share in one or more offerings,
subject to certain limitations set forth in the proxy statement for the Special
Meeting (including that the cumulative number of shares sold pursuant to such
authority does not exceed 25% of the Registrant's then outstanding common stock
immediately prior to each such sale). Because a quorum was not present at the
Special Meeting, the Registrant closed the Special Meeting without conducting
any business and, as a result, the proposal did not pass.
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