FS KKR CAPITAL CORP. Item 5.07. Submission of Matters to a Vote of Security Holders.
Stockholders were asked to consider and act upon the following proposals, each
of which was described in the Company's joint proxy statement/prospectus filed
with the
• Proposal No. 1 - to approve the Agreement and Plan of Merger, dated as of
November 23, 2020 (the "Merger Agreement"), by and among the Company, FS
KKR Capital Corp. II ("FSKR"), Rocky Merger Sub, Inc. , a wholly owned
subsidiary of FSK ("Merger Sub") and FS/KKR Advisor, LLC (the "Advisor")
and the transactions contemplated thereby, including the merger of Merger
Sub with and into FSKR with FSKR as the surviving corporation (the "FSK
Merger Proposal");
• Proposal No. 2 - to approve the issuance of shares of the Company's
common stock to FSKR stockholders as merger consideration in the merger
(the "Merger Stock Issuance Proposal"); and
• Proposal No. 3 - to amend the investment advisory agreement, dated
December 20, 2018 , by and between the Company and the Advisor to
(1) reduce the Company's income incentive fee rate from 20% to 17.5% and
(2) remove the total return lookback provision applicable to the
subordinated incentive fee on income (the "FSK Advisory Agreement
Amendment Proposal").
The FSK Merger Proposal was approved by the Company's stockholders at the Special Meeting. The votes for, votes against and abstentions are set forth below:
Votes For Votes Against Abstentions Broker Non-Votes
65,902,182 1,140,342 2,091,943 -
The Merger Stock Issuance Proposal was approved by the Company's stockholders at the Special Meeting. The votes for, votes against and abstentions are set forth below:
Votes For Votes Against Abstentions Broker Non-Votes
65,504,216 1,444,158 2,186,093 -
The FSK Advisory Agreement Amendment Proposal was approved by the Company's stockholders at the Special Meeting. The votes for, votes against and abstentions are set forth below:
Votes For Votes Against Abstentions Broker Non-Votes
65,227,328 1,488,397 2,418,742 -
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Item 7.01 Regulation FD Disclosure.
On
The information in Item 7.01 and Exhibit 99.1 attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Forward-Looking Statements
Statements included herein may constitute "forward-looking" statements as that
term is defined in Section 27A of the Securities Act and Section 21E of the
Exchange Act, 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 and FSKR (together with the Company,
the "Funds"). Words such as "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 a Fund'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 a Fund's operating area, failure to consummate the business combination
transaction involving the Funds, the price at which shares of FSK's and FSKR's
common stock trade on the
Additional Information and Where to Find It
This communication relates to a proposed business combination involving the
Funds, along with related proposals for which stockholder approval is being
sought (collectively, the "Proposals"). In connection with the Proposals, the
Funds have filed relevant materials with the
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
EXHIBIT
NUMBER DESCRIPTION
99.1 Press Release, dated May 24, 2021 .
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