Item 5.07. Submission of Matters to a Vote of Security Holders.
FS KKR Capital Corp. (the "Company") held its Annual Meeting of Stockholders
(the "Annual Meeting") on June 23, 2020. As of April 20, 2020, the record date
(the "Record Date") for the determination of stockholders entitled to notice of,
and to vote at, the Annual Meeting, 495,032,065 shares of common stock were
eligible to be voted in person or by proxy. As previously announced, on June 15,
2020, the Company effected a 4 to 1 reverse split of the Company's shares of
common stock (the "Reverse Stock Split"). As a result of the Reverse Stock
Split, every four shares of the Company's common stock issued and outstanding
were automatically combined into one share of the Company's common stock. As
adjusted to give effect to the Reverse Stock Split, at the close of business on
the Record Date, there would have been 123,758,016 shares of the Company's
common stock (instead of 495,032,065), constituting all of the outstanding
voting securities of the Company. The Reverse Stock Split did not modify the
rights or preferences of the Company's common stock. Of the eligible shares of
common stock to be voted, 61,694,461 were voted in person or by proxy at the
Annual Meeting.
Stockholders were asked to consider and act upon the following proposals, each
of which was described in the Company's definitive proxy statement filed with
the Securities and Exchange Commission (the "SEC") on April 21, 2020:
? Proposal No. 1 - to elect the following individuals as Class A Directors, each
of whom has been nominated for election for a three year term expiring at the
2023 annual meeting of the stockholders: (a) Elizabeth J. Sandler, (b) Michael
J. Hagan, (c) Jeffrey K. Harrow and (d) James H. Kropp (the "Director
Proposal");
? Proposal No. 2 - to approve a proposal to allow the Company in future offerings
to sell its shares below net asset value per share in order to provide
flexibility for future sales(the "Share Issuance Proposal").
All director nominees listed in the Director Proposal were elected by the
Company's stockholders at the Annual Meeting. The votes for, votes withheld and
broker non-votes for each director nominee are set forth below:
Director Nominee Votes For Votes Withheld Broker Non-Votes
Elizabeth J. Sandler 58,820,911 2,873,550
0
Michael J. Hagan 54,610,389 7,084,072 0
Jeffrey K. Harrow 54,182,708 7,511,753 0
James H. Kropp 57,771,443 3,923,018 0
On June 23, 2020, the Company adjourned the Annual Meeting with respect to the
Share Issuance Proposal to permit additional time to solicit stockholder votes
for such proposal. The reconvened meeting (the "Reconvened Meeting") will be
held on July 15, 2020 at 10:00 a.m., Eastern Time, at 201 Rouse Boulevard,
Philadelphia, Pennsylvania 19112. Valid proxies submitted prior to the Annual
Meeting will continue to be valid for the Reconvened Meeting, unless properly
changed or revoked prior to votes being taken at the Reconvened Meeting. The
record date of April 29, 2020 will remain the same for the Reconvened Meeting.
Item 8.01 Other Events.
The Company previously disclosed that certain directors and officers of the
Company and affiliates and employees of owners of the Company's investment
advisor, FS/KKR Advisor, LLC, committed approximately $18 million to an
investment fund with aggregate commitments of up to approximately $124 million
established to invest from time to time in shares of the Company. The governing
documents of such investment fund have been amended to permit such investment
fund to also invest from time to time in shares of the Company's affiliate, FS
KKR Capital Corp. II. There can be no assurance that this investment fund will
purchase any Company shares.
Forward-Looking Statements
Statements included herein may constitute "forward-looking" statements as that
term is defined in Section 27A of the Securities Act of 1933, and Section 21E of
the Securities Exchange Act of 1934, as amended by the Private Securities
Litigation Reform Act of 1995, including statements with regard to future events
or the future performance or operations of the Company. Words such as
"anticipates," "will," "believes," "expects," "projects," and "future" or
similar expressions are intended to identify forward-looking statements. These
forward-looking statements are subject to the inherent uncertainties in
predicting future results and conditions. Certain factors could cause actual
results to differ materially from those projected in these forward-looking
statements. Factors that could cause actual results to differ materially include
changes in the economy, risks associated with possible disruption to the
Company's operations or the economy generally due to terrorism, natural
disasters or pandemics such as COVID-19, future changes in laws or regulations
and conditions in the Company's operating area, unexpected costs, and the
investment fund may not purchase Company shares as anticipated or at all. Some
of these factors are enumerated in the filings the Company made with the U.S.
Securities and Exchange Commission. The inclusion of forward-looking statements
should not be regarded as a representation that any plans, estimates or
expectations will be achieved. Any forward-looking statements speak only as of
the date of this communication. Except as required by federal securities laws,
the Company undertakes no obligation to update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise.
Readers are cautioned not to place undue reliance on any of these
forward-looking statements.
© Edgar Online, source Glimpses