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
June 15, 2022
Date of Report (date of Earliest Event Reported)
NEWTEK BUSINESS SERVICES CORP.
(Exact Name of Company as Specified in its Charter)
| MARYLAND | 814-01035 | 46-3755188 | ||||||
| (State or Other Jurisdiction of Incorporation or Organization) | (Commission File No.) | (I.R.S. Employer Identification No.) | ||||||
4800 T-Rex Avenue, Suite 120, Boca Raton, FL 33431
(Address of principal executive offices and zip code)
(212) 356-9500
(Company’s telephone number, including area code)
(Former name or former address, if changed from last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
| Common Stock, par value $0.02 per share | NEWT | Nasdaq Global Market LLC | ||||||||||||
| 5.75% Notes due 2024 | NEWTL | Nasdaq Global Market LLC | ||||||||||||
| 5.50% Notes due 2026 | NEWTZ | Nasdaq Global Market LLC | ||||||||||||
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))
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).
Emerging growth company o
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 a Vote of Security Holders.
Newtek Business Services Corp. (the “Company” or the “Registrant”) held its Annual Meeting of Shareholders on June 15, 2022 (the “Annual Meeting”). The proposals considered at the Annual Meeting are described in detail in the Registrant’s definitive proxy statement for the Annual Meeting as filed with the Securities and Exchange Commission (“SEC”) on May 2, 2022 and the Proxy Statement Supplement filed with the SEC on May 6, 2022 (collectively, the “Annual Meeting Proxy”).
At the Annual Meeting, the Registrant’s shareholders approved Proposals I and II, as described in the Annual Meeting Proxy, and provided an advisory vote with respect to Proposals III and IV.
A total of 16,783,373 shares of the Company’s common stock were present or represented by proxy at the Annual Meeting. The tabulation of votes was:
Proposal I: To elect three directors of the Company to serve on the Board of Directors until the Company’s Annual Meeting of Shareholders in 2025 and until their successors are duly elected and qualified:
| Director | Votes For | Votes Withheld | ||||||||||||
Gregory Zink | 8,433,789 | 581,747 | ||||||||||||
Fernando Perez-Hickman | 8,548,344 | 467,192 | ||||||||||||
Halli Razon-Feingold | 7,673,076 | 1,342,460 | ||||||||||||
Proposal II: To ratify the selection of RSM US LLP as the Company’s independent registered accounting firm (independent auditors) for the fiscal year ended December 31, 2022:
| Votes For | Votes Against | Abstentions | ||||||||||||
| 16,416,470 | 185,801 | 181,102 | ||||||||||||
Proposal III: An advisory vote on the compensation of the Company’s named executive officers:
| Votes For | Votes Against | Abstentions | ||||||||||||
| 8,141,918 | 530,551 | 343,068 | ||||||||||||
Proposal IV: An advisory vote on the frequency of holding future advisory votes on the compensation of the Company’s named executive officers:
| 1 Year | 2 Years | 3 Years | Abstentions | ||||||||||||||
| 8,126,249 | 230,817 | 355,775 | 302,696 | ||||||||||||||
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| NEWTEK BUSINESS SERVICES CORP. | ||||||||
| Date: June 15, 2022 | By: | /S/ BARRY SLOANE | ||||||
| Barry Sloane | ||||||||
| Chief Executive Officer, President and Chairman of the Board | ||||||||