Form 8-K

 

 

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

May 7, 2013

Date of Report (Date of earliest event reported)

 

 

NewStar Financial, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-33211   54-2157878

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

500 Boylston Street, Suite 1250, Boston, MA 02116

(Address of principal executive offices) (Zip Code)

(617) 848-2500

(Registrant’s telephone number, including area code)

N/A

(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))

 

 

 


Item 5.07 Submission of Matters to a Vote of Security Holders.

On May 7, 2013, we held our 2013 Annual Meeting of Stockholders. Only stockholders of record as of the close of business on March 25, 2013 were entitled to vote at the 2013 Annual Meeting. As of March 25, 2013, 49,396,338 shares of common stock were outstanding and entitled to vote at the 2013 Annual Meeting. At the 2013 Annual Meeting, 42,539,777 shares of common stock of the Company were represented, in person or by proxy, constituting a quorum for the meeting.

The following three proposals, each of which are described in detail in our definitive proxy statement filed with the Securities and Exchange Common on April 5, 2013 (the “Proxy”) were before the meeting, and received the following votes:

Proposal 1: Election of Eight Directors to Serve until the 2014 Annual Meeting. The following individuals were elected to serve as directors of the Company:

 

Name of Director Nominees

   For      Withheld      Broker Non-Votes  

Charles N. Bralver

     38,157,040         142,344         4,240,393   

Timothy J. Conway

     38,259,668         39,716         4,240,393   

Bradley E. Cooper

     38,260,857         38,527         4,240,393   

Brian L.P. Fallon

     38,157,040         142,344         4,240,393   

Frank R. Noonan

     38,157,040         142,344         4,240,393   

Maureen P. O’Hara

     38,273,063         26,321         4,240,393   

Peter A. Schmidt-Fellner

     38,272,399         26,985         4,240,393   

Richard E. Thornburgh

     38,241,795         57,589         4,240,393   

Proposal 2: Approve on a Non-Binding, Advisory Basis the Executive Compensation. The stockholders approved, on a non-binding advisory basis, the executive compensation as disclosed in the Proxy.

 

For

  Against   Abstain   Broker Non-Votes
37,931,870   355,518   11,996   4,240,393

Proposal 3: Ratification of the appointment of KPMG LLP as NewStar’s Independent Registered Public Accounting Firm for the 2013 Fiscal Year. The stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2013.

 

For

  Against   Abstain   Broker Non-Votes
42,455,430   84,347   0   0


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.

 

      NEWSTAR FINANCIAL INC.
  Date:   May 9, 2013   By:  

/s/ JOHN KIRBY BRAY

        John Kirby Bray
        Chief Financial Officer