Item 5.07. Submission of Matters to a Vote of Security Holders.
On February 11, 2014, Medley Capital Corporation (the "Company") held its Annual
Meeting of Stockholders (the "Annual Meeting"). The following three proposals
were considered at the Annual Meeting: (1) the election of Brook Taube, John E.
Mack and Karin Hirtler-Garvey as Class III directors to serve until the
Company's 2017 Annual Meeting of Stockholders; (2) the ratification of the
appointment of Ernst & Young LLP as the Company's independent registered public
accounting firm for the fiscal year ending September 30, 2014; and (3) the
authorization for the Company to sell shares of its common stock at a price or
prices below the Company's then current net asset value per share in one or more
offerings, subject to certain conditions as set forth in the proxy statement
(including, without limitation, that the number of shares issued does not exceed
25% of the Company's then outstanding common stock, at a price below, but no
more than 20% below, its then current net asset value).
Stockholders of record at the close of business on December 16, 2013, were
entitled to vote at the Annual Meeting. As of December 16, 2013, there were
40,199,813 shares of the Company's common stock outstanding and entitled to
vote. A quorum consisting of 34,806,695 shares of the Company's common stock
were present or represented at the Annual Meeting.
The final voting results for each of the proposals submitted to a vote of
stockholders and approved at the Annual Meeting are set forth below. Both such
proposals were approved by the requisite vote. The Company has issued a press
release announcing the results of the Annual Meeting, which is included as
Exhibit 99.1 to this Form 8-K.
The Annual Meeting was adjourned until 10:00 a.m. Eastern Time on March 6, 2014,
in order to provide additional time to solicit proxies for Proposal Number 3,
the approval to authorize the Company to sell shares of its common stock at a
price below the then current net asset value per share.
Proposal 1. The election of Brook Taube, John E. Mack and Karin Hirtler-Garvey as
Class III directors to serve until the Company's 2017 Annual Meeting
Director Nominee Votes For Votes Witheld Broker Non-Votes
Brook Taube 19,818,721 717,562 14,270,412
John E. Mack
20,163,345 372,398 14,270,412
20,158,018 378,265 14,270,412
Proposal 2. The ratification of the appointment of Ernst & Young LLP
Company's independent registered public accounting firm for the
fiscal year ending September 30, 2014:
Votes For Votes Against Votes Abstained
34,454,606 207,655 144,434
Item 9.01. Financial Statements and Exhibits
(a) Not applicable.
(b) Not applicable.
Exhibit No. Description
99.1 Press Release dated February 11, 2014