Form 8-K





Washington, D.C. 20549







Pursuant to section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): May 7, 2018 (May 4, 2018)




(Exact name of registrant as specified in its charter)




Delaware   814-00712   20-2725151

(State or other jurisdiction of

incorporation or organization)



File Number)


(IRS Employer

Identification Number)

40 East 52nd Street

New York, NY 10022

(Address of principal executive offices)

(212) 810-5800

(Registrant’s telephone number, including area code)

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in 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 any 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.

Special Meeting:

On May 4, 2018, the Registrant held a special meeting of stockholders (the “Special Meeting”). The proposal considered at the Special Meeting is described in detail in the Registrant’s definitive proxy statement for the Special Meeting as filed with the Securities and Exchange Commission on March 20, 2018 (the “Special Proxy”). At the Special Meeting, the Registrant’s stockholders approved the proposal described in the Special Proxy before the Special Meeting was adjourned. As of March 5, 2018, the record date, 73,059,322 shares of common stock were eligible to vote.

Proposal. The Company’s stockholders approved a proposal to authorize flexibility for the Company, with approval of the Board of the Company, to sell or otherwise issue shares of its common stock (during the next 12 months) at a price below the Company’s then current net asset value per share in one or more offerings, subject to certain limitations set forth in the Special Proxy (including that the cumulative number of shares sold pursuant to such authority does not exceed 25% of the Company’s then outstanding common stock immediately prior to each such sale), as set forth below:







27,434,948   9,070,295   716,475

Broker Non-Vote 0 shares

The vote on the above proposal, adjusted for 778,416 affiliated shares, was as follows:







26,656,532   9,070,295   716,475

Broker Non-Vote 0 shares


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 thereunto duly authorized.





Date: May 7, 2018


/s/ Michael Pungello

    Name:   Michael Pungello
    Title:   Interim Chief Financial Officer and Interim Treasurer