Runway Growth Finance Corp. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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Item 5.07. Submission of Matters to a Vote of Security Holders
On January 23, 2025, the Company held a special meeting of the Company’s stockholders (the “Special Meeting”). The proposals approved by the Company’s stockholders are described in detail in the Company’s definitive proxy statement for the Special Meeting filed with the Securities and Exchange Commission on December 13, 2024.
As of the close of business on December 9, 2024, the record date for the Special Meeting, there were 37,347,428 shares of the Company’s common stock outstanding and entitled to vote at the Special Meeting. A summary of the matters voted upon by the Company’s stockholders at the Special Meeting is set forth below.
Proposal 1: New Advisory Agreement
The Company’s stockholders voted to approve a new investment management agreement (the “New Advisory Agreement”) by and between the Company and Runway Growth Capital LLC (the “Adviser”). As previously announced, the Adviser has entered into an agreement and plan of merger pursuant to which a newly formed entity, RGC Group Acquisition, LLC, owned by an affiliate of BC Partners Advisors L.P., will acquire all of the outstanding equity interests of the Adviser (the “Transaction”). The Transaction will result in the assignment and corresponding termination of the existing investment management agreement by and between the Company and the Adviser pursuant to Section 15 of the Investment Company Act of 1940, as amended. The New Advisory Agreement will be effective upon the consummation of the Transaction. The following votes were taken in connection with the proposal to approve the New Advisory Agreement:
| For | Against | Withheld | Broker Non-Votes | |||||||||||
| 22,286,582 | 517,807 | 327,658 | — | |||||||||||
Proposal 2: Election of Director
The Company’s stockholders elected Ms. Catherine Frey to serve on the Board for the remainder of the Class III director term expiring at the Company’s 2025 annual meeting of stockholders, or until her successor is duly elected and qualified. The following votes were taken in connection with the nomination and election of Catherine Frey:
| Name | For | Withheld | Broker Non-Votes | |||||||||
| Catherine Frey | 22,590,924 | 541,123 | — | |||||||||
Item 9.01. Financial Statements and Exhibits
(d) Exhibits:
| Exhibit Number |
Description | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: January 27, 2025 | RUNWAY GROWTH FINANCE CORP. | |
| By: | /s/ Thomas B. Raterman | |
| Thomas B. Raterman | ||
| Chief Operating Officer, Chief Financial Officer, Treasurer and Secretary | ||