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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 26, 2025
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Willow Tree Capital Corporation
(Exact name of Registrant as Specified in Its Charter)
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| Maryland | 814-01698 | 93-2706372 |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
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450 Park Avenue 29th Floor New York, NY | 10022 |
(Address of Principal Executive Offices) | (Zip Code) |
Registrant’s Telephone Number, Including Area Code: (212) 218-1090
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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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 Instructions A.2. below):
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| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| 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:
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Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
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None | | None | | None |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934. Emerging growth company x
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. o
Item 5.07 Submission of Matters to Vote of Security Holders
On June 26, 2025, Willow Tree Capital Corporation (the “Company”) held its 2025 annual meeting of stockholders (the “Annual Meeting”) to consider the proposal described in detail in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 30, 2025. At the Annual Meeting, the Company’s stockholders voted on the following proposal and cast their votes as described below.
Proposal 1 - Election of the Director Nominee
Stockholders elected Timothy Lower as a Class I director to serve until the Company’s 2028 annual meeting of stockholders or until his respective successor is duly elected and qualified. The following votes were taken in connection with this proposal:
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| Director | | Votes For | | Votes Withheld |
| Timothy Lower | | 9,871,052 | | 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.
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| Willow Tree Capital Corporation |
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| Date: July 1, 2025 | By: | /s/ Mark Klingensmith |
| | Name: Mark Klingensmith |
| | Title: Chief Financial Officer |