Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On August 12, 2022, Apollo Investment Corporation (the "Company") filed Articles
of Amendment (the "Articles of Amendment") to the Company's Charter (the
"Charter") with the State Department of Assessments and Taxation of Maryland to
change the Company's name from "Apollo Investment Corporation" to "MidCap
Financial Investment Corporation." Immediately after filing the Articles of
Amendment, the Company filed Articles of Restatement (the "Articles of
Restatement") to fully restate the Charter to include all provisions of the
Charter then in effect. Both the Articles of Amendment and the Articles of
Restatement became effective on August 12, 2022. In addition, the Company
adopted its Sixth Amended and Restated Bylaws (as so amended and restated, the
"Bylaws"), effective August 12, 2022, solely to reflect the name change.
The foregoing summary of the Articles of Amendment, Articles of Restatement and
Bylaws is qualified in its entirety by reference to the full text of the
Articles of Amendment, Articles of Restatement and Bylaws, which are filed
herewith as Exhibit 3.1, Exhibit 3.2 and Exhibit 3.3, respectively, and each of
which is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
Annual Meeting:
On August 9, 2022, the Company held its Annual Meeting of Stockholders (the
"Annual Meeting"). At the Annual Meeting, the Company's stockholders approved
two proposals. The Proposals are described in detail in the Company's definitive
proxy statement for the Annual Meeting as filed with the Securities and Exchange
Commission (the "SEC") on June 23, 2022. As of June 13, 2022 the record date,
63,518,718 shares of common stock were eligible to vote.
Proposal 1: The Company's stockholders elected two Class III Directors of the
Company, who will each serve a term of three years, or until his or her
successor is duly elected and qualified, as follows:
Name of Director FOR WITHHELD BROKER-NON-VOTE
Carmencita Whonder 26,546,871 5,142,329 16,790,746
Elliot Stein, Jr. 18,348,943 13,340,257 16,790,746
Proposal 2: The Company's stockholders ratified the selection of Deloitte &
Touche LLP as an independent registered public accounting firm of the Company
for the fiscal year ending March 31, 2023, as follows:
FOR WITHHELD ABSTAIN BROKER-NON-VOTE
47,321,775 594,483 563,6889 -
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
3.1 Articles of Amendment, dated August 12, 2022.
3.2 Articles of Restatement, dated August 12, 2022.
3.3 Sixth Amended and Restated Bylaws, amended and restated as of
August 12, 2022.
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses