8-K 1 ea127581-8k_saratoga.htm CURRENT REPORT







Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934


Date of report (Date of earliest event reported) September 29, 2020



(Exact Name of Registrant as Specified in Charter)


Maryland   814-00732   20-8700615
(State or Other Jurisdiction
of Incorporation)
File Number)
  (IRS Employer
Identification No.)

535 Madison Avenue

New York, New York

(Address of Principal Executive Offices)   (Zip Code)


Registrant’s telephone number, including area code (212) 906-7800


Not Applicable


(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 (see General Instruction A.2. below):


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


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


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


o   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(s)



Name of each exchange on which registered

Common Stock, par value $0.001 per share   SAR   New York Stock Exchange
6.25% Notes due 2025   SAF   New York Stock Exchange
7.25% Notes due 2025   SAK   New York Stock Exchange

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 September 29, 2020, Saratoga Investment Corp. (the “Company”) held its 2020 Annual Meeting of Stockholders (the “Annual Meeting”). As of July 31, 2020, the record date for the Annual Meeting, 11,217,545 shares of common stock were eligible to be voted, and 6,293,837 of those shares were voted in person or by proxy at the Annual Meeting.  The following matter was submitted at the Annual Meeting to the stockholders for consideration:


Proposal 1 — Election of Directors


  · To elect Michael J. Grisius and G. Cabell Williams each as a director of the Company, to serve until the 2023 Annual Meeting of Stockholders or until his successor is duly elected and qualified.

Each of the nominees were elected to serve until the 2023 Annual Meeting of Stockholders or until his successor is duly elected and qualified. The following votes were taken in connection with this proposal:


Director Nominee   Votes For     Votes Withheld   Broker Non-Votes  
Michael J. Grisius     6,104,897       188,940    
G. Cabell Williams     5,703,170       590,667    







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.


  Saratoga Investment Corp.
Date:  October 2, 2020    
  By:  /s/ Henri J. Steenkamp
  Name: Henri J. Steenkamp
  Title: Chief Financial Officer, Chief Compliance Officer, Treasurer and Secretary