Item 5.02 - Departure of Directors or Principal Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 3, 2022, the Board of Directors (the "Board") of PennantPark Floating
Rate Capital, Ltd, (the "Company") increased the size of the Board from five to
six members and, on the recommendation of the Nominating and Governance
Committee of the Board, appointed José Briones as an interested director to fill
the vacancy created by such increase, effective immediately. Mr. Briones will
serve as a Class III director with a term expiring at the Company's Annual
Meeting of Stockholders in 2023. The Company announced the appointment of Mr.
Briones in its May [6], 2022 press release. A copy of that press release is
being filed with this Form 8-K as Exhibit 99.1.
Mr. Briones was nominated by the Company's Nominating and Corporate Governance
Committee after a thorough review of Mr. Briones' background, relevant
experience and professional and personal reputations. Mr. Briones is a Senior
Partner at PennantPark Investment Advisers, LLC, the Company's investment
adviser (the "Adviser"). He joined the Adviser in December 2009, and oversees
originating, underwriting, executing and monitoring investments for the Company.
He is also responsible for various strategic initiatives.
Mr. Briones has not been elected to serve as a member of the Board pursuant to
any agreement or understanding with the Company or any other person, and there
are no related party transactions with regard to Ms. Briones that are reportable
under Item 404(a) of Regulation S-K. Mr. Briones. will not receive director
fees.
Item 5.05. Amendments to the Registrant's Code of Ethics, or Waiver of a
Provision of the Code of Ethics.
On May 3, 2022, the Board adopted an amended Joint Code of Ethics (as amended,
the "Code") applicable to, among others, the Company and the Adviser. The Code
was amended to, among others, extend the Trading Window (as defined in the
Code), in the case of the Company's and the Adviser's decision to buy the
Company's equity securities, from no later than 30 days after the release of
financial results for a fiscal quarter to no later than the end of the quarter
during which such financial results have been publicly released.
The amendments reflected in the Code did not relate to or result in any waiver,
explicit or implicit, of any provision of the previous Joint Code of Ethics.
The foregoing description of the amendments reflected in the Code is not
complete and is qualified in its entirety by reference to the full text of the
Code, a copy of which is attached hereto as Exhibit 14.1 and is incorporated by
reference into this Item 5.05. A copy of the Code is also publicly available in
the governance documents section of the Company's website at:
https://pflt.pennantpark.com.
Forward-Looking Statements
This report on Form 8-K, including Exhibit 99.1 furnished herewith, may contain
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. You should understand that under Section
27A(b)(2)(B) of the Securities Act and Section 21E(b)(2)(B) of the Exchange Act
the "safe harbor" provisions of the Private Securities Litigation Reform Act of
1995 do not apply to forward-looking statements made in periodic reports
PennantPark Floating Rate Capital Ltd. files under the Exchange Act. All
statements other than statements of historical facts included in this press
release are forward-looking statements and are not guarantees of future
performance or results and involve a number of risks and uncertainties. Actual
results may differ materially from those in the forward-looking statements as a
result of a number of factors, including those described from time to time in
filings with the Securities and Exchange Commission. PennantPark Floating Rate
Capital Ltd. undertakes no duty to update any forward-looking statement made
herein. You should not place undue influence on such forward-looking statements
as such statements speak only as of the date on which they are made.
Item 9.01. Financial Statements and Exhibits
(a) Financial statements:
None
(b) Pro forma financial information:
None
(c) Shell company transactions:
None
(d) Exhibits
14.1 Joint Code of Ethics of PennantPark Floating Rate Capital, Ltd.
99.1 Press Release of PennantPark Floating Rate Capital Ltd. Dated May 6,
2022
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PENNANTPARK FLOATING RATE CAPITAL LTD. 
