8-K 1 brhc10038221_8k.htm 8-K
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): May 26, 2022 (May 24, 2022)

BLACKROCK TCP CAPITAL CORP.
(Exact name of registrant as specified in its charter)

Delaware
814-00899
56-2594706
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification Number)

2951 28th Street, Suite 1000
Santa Monica, California
  
90405
(Address of Principal Executive Offices)
  
(Zip Code)

Registrant’s telephone number, including area code (310) 566-1000

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:

☐
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(s)
Name of each exchange on
which registered
Common stock, $0.001 par value per share
TCPC
The NASDAQ Global Select Market

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

☐    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 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.

At 8:30 a.m. (Pacific Time) on May 24, 2022, BlackRock TCP Capital Corp. (“TCPC”) held its 2022 Annual Meeting of Stockholders via live Internet webcast (the “Meeting”). At the Meeting, TCPC’s common stockholders voted on two proposals, both of which were approved. The proposals are described in detail in TCPC’s definitive proxy statement for the Meeting as filed with the Securities and Exchange Commission (the “SEC”) on April 1, 2022. As of March 29, 2022, the record date, TCPC had 57,767,264 shares of common stock outstanding, which included 584,635 shares owned by affiliates. The final voting results from the Meeting were as follows:

Proposal 1. TCPC’s stockholders elected six directors to the Board of Directors of TCPC. Each of Eric J. Draut, Andrea L. Petro, M. Freddie Reiss, Peter E. Schwab, Karyn L. Williams and Rajneesh Vig will serve until the 2023 Annual Meeting and until his or her successor is duly elected and qualifies or until his or her earlier resignation, removal from office, death or incapacity. The six directors were re-elected pursuant to the voting results set forth below:

Name
  
For
  
Withheld
  
Broker Non-Votes
Eric J. Draut
  
26,145,892
  
3,146,821
  
0
Andrea L. Petro
  
26,194,966
  
3,097,747
  
0
M. Freddie Reiss
  
26,168,813
  
3,123,900
  
0
Peter E. Schwab
  
26,115,212
  
3,177,501
  
0
Karyn L. Williams
  
26,209,888
  
3,082,825
  
0
Rajneesh Vig
  
26,436,358
  
2,856,355
  
0

Proposal 2. TCPC’s stockholders approved a proposal to authorize TCPC, with the approval of its Board of Directors, to sell or otherwise issue shares of its common stock (during the next 12 months) at a price or prices below TCPC’s then current net asset value per share in one or more offerings subject to certain limitations described in detail in TCPC’s definitive proxy statement as filed with the SEC on April 1, 2022 (including, without limitation, that the number of shares sold on any given date does not exceed 25% of TCPC’s then outstanding common stock immediately prior to such sale), as set forth below:

For
  
Against
  
Abstained
  
Broker Non-Votes
24,583,321
  
4,060,678
  
648,699
  
0

The vote on the above proposal, adjusted for 584,635 affiliated shares that voted on the proposal, was as follows:

For
  
Against
  
Abstained
  
Broker Non-Votes
23,998,686
  
4,060,678
  
648,699
  
0
 
SIGNATURES

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.

 
BLACKROCK TCP CAPITAL CORP.
     
Date: May 26, 2022
    
     
 
By:
/s/ Laurence D. Paredes
 
Name:
 Laurence D. Paredes
 
Title:
 Secretary