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): June 15, 2012
Kohlberg Capital Corporation
(Exact name of registrant as specified in its charter)
| Delaware | 814-00735 | 20-5951150 |
| (State or other jurisdiction | (Commission File Number) | (I.R.S. Employer Identification No.) |
| of incorporation) |
295 MADISON AVENUE
NEW YORK, NY 10017
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code: (212) 455-8300
Not Applicable
______________________________________________
Former name or former address, if changed since last report
Check the appropriate box below if the Form 8-K 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)) |
Item 5.07 Submission of Matters to a Vote of Security Holders.
Kohlberg Capital Corporation (the “Company”) held its Annual Meeting of Shareholders on June 15, 2012 (the “Annual Meeting”). At the Annual Meeting, the Company submitted four proposals to the vote of the shareholders, which are described in detail in the Company’s proxy statement dated April 18, 2012. As of April 17, 2012, the record date for the Annual Meeting, 26,609,963 shares of common stock were eligible to be voted, and 24,503,085 of those shares were voted in person or by proxy at the Annual Meeting.
Proposal 1: Election of Directors
The Company’s shareholders elected Christopher Locovara and Dayl W. Pearson as Class III directors to each serve for a three year term, or until their successors are duly elected and qualified. The results of the vote were as follows:
| Nominee | Total Votes For | Total Votes Withheld |
| Christopher Locovara | 11,876,243 | 2,854,852 |
| Dayl W. Pearson | 12,174,699 | 2,556,396 |
The other directors to serve after the Annual Meeting were as follows:
|
Class I Directors (terms expiring in 2013) |
Class II Directors (terms expiring in 2014) | |
| C. Turney Stevens | Albert G. Pastino | |
| Gary Cademartori | C. Michael Jacobi | |
| Dean C. Kehler | Jay R. Bloom |
Proposal 2: Advisory Vote on Executive Compensation
The compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, was approved by a non-binding, advisory vote. The results of the vote were as follows:
| Total Votes For | Total Votes Against | Total Votes Abstained | Broker Non-Votes |
| 8,978,117 | 668,137 | 116,598 | 9,771,990 |
Proposal 3: Approve an Amendment to Article I of the Certificate of Incorporation of the Company to Change the Company’s Name to KCAP Financial, Inc.
The Company’s shareholders approved the amendment to Article I of the Certificate of Incorporation of the Company to change the Company’s name to KCAP Financial, Inc. The results of the vote were as follows:
| Total Votes For | Total Votes Against | Total Votes Abstained | Broker Non-Votes |
| 9,511,220 | 180,438 | 71,194 | 9,771,990 |
Proposal 4: Ratification of Independent Registered Public Accounting Firm
The Company’s shareholders ratified the selection of Grant Thornton LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2012. The results of the vote were as follows:
| Total Votes For | Total Votes Against | Total Votes Abstained |
| 19,283,402 | 167,232 | 84,208 |
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.
| Date: June 18, 2012 | Kohlberg Capital Corporation | ||
| By: | /s/ Edward U. Gilpin | ||
| Name: Edward U. Gilpin | |||
| Title: Chief Financial Officer | |||