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 6, 2019
TCW Direct Lending VII LLC
(Exact name of registrant as specified in its charter)
| Delaware | 814-01246 | 82-2252672 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 200 Clarendon Street, 51st Floor Boston, Massachusetts |
02116 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (617) 936-2275
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):
| [ ] | 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)) |
| [X] | 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). |
| [ ] | 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. |
Securities registered or to be registered pursuant to Section 12(b) of the Act.
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
| None | Not applicable | Not applicable |
Item 5.07. Submission of Matters to a Vote of Security Holders
On May 6, 2019, TCW Direct Lending VII LLC (the “Company”) held its 2019 Annual Meeting of Members (the “Annual Meeting”) at which a quorum was present in person or by proxy. At the Annual Meeting, the following matters were submitted to the vote of the members, with the results of voting on each such matter set forth below.
| 1. | The Company’s members approved a proposal to re-elect the following Class I directors to the Company’s Board of Directors, to hold office until the annual meeting, or special meeting in lieu thereof, of members is held in 2022, with voting results as follows: |
| Director Nominees | Votes For | Votes Withheld | Broker Non-Votes | |||
|
|
| |||||
| Saverio M. Flemma |
8,685,750 | 0 | 0 | |||
| Richard T. Miller |
8,685,750 | 0 | 0 | |||
There were no abstentions.
| 2. | The Company’s members approved a proposal to ratify the selection of Deloitte & Touche LLP as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2019, with voting results as follows: |
| Votes For | Votes Abstained | Broker Non-Votes | ||
| 8,685,750 | 0 | 0 |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| TCW DIRECT LENDING VII LLC | ||||
| Date: May 10, 2019 |
By: |
/s/ James G. Krause | ||
| Name: James G. Krause Title: Chief Financial Officer & Senior Vice President | ||||
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