GLADSTONE CAPITAL CORP false 0001143513 0001143513 2024-02-29 2024-02-29 0001143513 glad:CommonSharesMember 2024-02-29 2024-02-29 0001143513 us-gaap:DeferrableNotesMember 2024-02-29 2024-02-29

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Form 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event Reported): February 29, 2024

 

 

Gladstone Capital Corporation

(Exact Name of Registrant as Specified in Charter)

 

 

 

Maryland   814-00237   54-2040781
(State or Other Jurisdiction
of Incorporation)		   (Commission
File Number)		   (I.R.S. Employer
Identification Number)

 

1521 Westbranch Drive, Suite 100

McLean, Virginia

   22102
(Address of Principal Executive Offices)   (Zip Code)

(703) 287-5800

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

  ☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

  ☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

  ☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

  ☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

  

Trading
symbol

  

Name of each exchange
on which registered

Common Stock, $0.001 par value per share   GLAD   The Nasdaq Stock Market LLC
7.75% notes due 2028   GLADZ   The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

Item 5.07. Submission of Matters to a Vote of Security Holders.

On February 29, 2024, Gladstone Capital Corporation (the “Company”) reconvened its 2024 Annual Meeting of Stockholders (the “Annual Meeting”) that was previously adjourned on February 1, 2024. There were present at the Annual Meeting in person or by proxy, stockholders holding an aggregate of 31,635,562 shares of the Company’s common stock.

The matters considered and voted on by the stockholders at the Annual Meeting and the vote of the stockholders were as follows:

 

  1.

The following individuals were elected as directors, Walter H. Wilkinson, Jr. and Paula Novara, to serve until the 2027 Annual Meeting of Stockholders and until their successors are elected and qualified, by the following vote:

 

     For      Withheld      Broker
Non-Votes		  

Walter H. Wilkinson, Jr.

      17,630,291        1,012,392        12,992,879  

Paula Novara

      17,842,070        800,613        12,992,879  

 

  2.

The ratification of the selection by the Audit Committee of our Board of Directors of PricewaterhouseCoopers LLP as our independent registered public accounting firm for our fiscal year ending September 30, 2024, by the following vote.

 

For

  

Against

  

Abstain

  

Broker Non-Votes

30,484,924   748,899   401,739   0

 

  3.

The amendment to the Company’s charter to increase the number of authorized shares of common stock, was not approved by the following vote.

 

For

  

Against

  

Abstain

  

Broker Non-Votes

26,286,560   4,400,388   948,614   0

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit No.

   

Description

104    Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    Gladstone Capital Corporation
Date: February 29, 2024     By:  

/s/ Nicole Schaltenbrand

      Nicole Schaltenbrand
      Chief Financial Officer & Treasurer
v3.24.0.1
Document and Entity Information
Feb. 29, 2024
Document And Entity Information [Line Items]  
Entity Registrant Name GLADSTONE CAPITAL CORP
Amendment Flag false
Entity Central Index Key 0001143513
Document Type 8-K
Document Period End Date Feb. 29, 2024
Entity Incorporation State Country Code MD
Entity File Number 814-00237
Entity Tax Identification Number 54-2040781
Entity Address, Address Line One 1521 Westbranch Drive
Entity Address, Address Line Two Suite 100
Entity Address, City or Town McLean
Entity Address, State or Province VA
Entity Address, Postal Zip Code 22102
City Area Code (703)
Local Phone Number 287-5800
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Common Shares [Member]  
Document And Entity Information [Line Items]  
Security 12b Title Common Stock, $0.001 par value per share
Trading Symbol GLAD
Security Exchange Name NASDAQ
Deferrable Notes [Member]  
Document And Entity Information [Line Items]  
Security 12b Title 7.75% notes due 2028
Trading Symbol GLADZ
Security Exchange Name NASDAQ
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