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
September 30, 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.
On September 30, 2022, Newtek Business Services Corp. (the “Company” or “Registrant”) held a Special Meeting of Shareholders (the “Special Meeting”). Set forth below are the proposals considered at the Special Meeting, as described in detail in the Registrant’s definitive proxy statement for the Special Meeting as filed with the Securities and Exchange Commission on July 28, 2022 (the “Special Meeting Proxy”). At the Special Meeting, the Registrant’s shareholders approved Proposals 1 and 3, and did not approve Proposal 2, each as described in the Special Meeting Proxy. A total of 24,186,795 of the Company’s outstanding shares of Common Stock were entitled to vote at the Special Meeting. The tabulation of the voting at the Special Meeting was:
Proposal 1: The Company’s shareholders approved a proposal to authorize the Company to sell shares of its Common Stock, par value $0.02 per share, at a price below the then current net asset value per share of such Common Stock in one or multiple offerings, subject to certain limitations described in the Special Meeting Proxy:
ALL VOTES:
| Votes For | Votes Against | Abstentions | ||||||
| 10,033,900 | 2,617,034 | 435,547 | ||||||
VOTES BY NON-AFFILIATED PERSONS:
| Votes For | Votes Against | Abstentions | ||||||
| 8,691,645 | 2,617,034 | 435,547 | ||||||
Proposal 2: The Company’s shareholders did not approve a proposal to approve an amendment to the Company’s Articles of Amendment and Restatement to allow the Company’s shareholders to amend the Company’s bylaws:
| Votes For | Votes Against | Abstentions | ||||||
| 11,222,572 | 1,442,690 | 421,227 | ||||||
Proposal 3: The Company’s shareholders approved a proposal to adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies:
| Votes For | Votes Against | Abstentions | ||||||
| 11,162,131 | 1,523,508 | 400,850 | ||||||
Because there were no routine proposals presented at the Special Meeting, there were no broker non-votes with respect to any of the proposals.
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: September 30, 2022 | By: | /S/ BARRY SLOANE | ||||||
| Barry Sloane | ||||||||
| Chief Executive Officer, President and Chairman of the Board | ||||||||