PennantPark Floating Rate Capital (NYSE: PFLT) 2026 director and auditor votes

Rhea-AI Filing Summary

PennantPark Floating Rate Capital Ltd. held its annual meeting of stockholders on February 3, 2026, with 99,217,896 common shares eligible to vote. Stockholders elected two Class III directors to serve until the 2029 annual meeting, continuing the company’s established board structure.

Arthur H. Penn was re-elected with 18,594,173 votes for, 2,754,774 against, and 530,679 abstentions. José A. Briones, Jr. was re-elected with 17,591,279 votes for, 3,676,864 against, and 611,483 abstentions. Broker non-votes totaled 38,651,116 for each director.

Stockholders also ratified the selection of US LLP as the independent registered public accounting firm for the year ending September 30, 2026, with 57,485,168 votes for, 1,945,710 against, and 1,099,864 abstentions, indicating strong support for the company’s auditor choice.

8-K Event Classification

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

1 item

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

Results of a shareholder vote on proposals at an annual or special meeting.

Understanding 8-K Material Events →

false000150461900015046192024-02-062024-02-06

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

February 3, 2026

Date of Report (Date of earliest event reported)

PennantPark Floating Rate Capital Ltd.

(Exact name of registrant as specified in its charter)

Maryland	814-00891	27-3794690
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1691 Michigan Avenue Miami Beach, Florida (Address of Principal Executive Offices) 33139 (Zip Code)

(786) 297-9500

(Registrant's telephone number, including area code)

Not Applicable

(Former name or former address, if changed since 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 $0.001 per share	PFLT	The New York Stock Exchange

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 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

On February 3, 2026, PennantPark Floating Rate Capital Ltd. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”) and submitted two matters to the vote of its stockholders. The proposals are described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on December 17, 2025. As of December 3, 2025, the record date, 99,217,896 shares of common stock were eligible to vote. A summary of the matters voted upon by the stockholders is set forth below.

Proposal 1. The Company’s stockholders elected two Class III directors of the Company, who will each serve until the 2029 Annual Meeting and until his successor is duly elected and qualifies.

The voting results as of February 3, 2026, as certified by the inspector of election, are set forth below:

Name		For				Against				Abstain				Broker Non-Vote
Arthur H. Penn			18,594,173				2,754,774				530,679				38,651,116
% of Shares Voted			84.98	%			12.59	%			2.43	%		N/A
José A. Briones, Jr.			17,591,279				3,676,864				611,483				38,651,116
% of Shares Voted			80.40	%			16.80	%			2.80	%		N/A

Proposal 2. The Company’s stockholders ratified the selection of RSM US LLP to serve as the Company’s independent registered public accounting firm for the year ending September 30, 2026.

The voting results as of February 3, 2026, as certified by the inspector of election, are set forth below:

		For				Against				Abstain
Shares Voted			57,485,168				1,945,710				1,099,864
% of Shares Voted			94.97	%			3.21	%			1.82	%

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		PennantPark Floating Rate Capital Ltd.
Dated: February 5, 2026		/s/ RICHARD T. ALLORTO, Jr.
		Richard T. Allorto, Jr. Chief Financial Officer & Treasurer

FAQ

What did PennantPark Floating Rate Capital (PFLT) stockholders vote on at the 2026 annual meeting?

Stockholders voted on electing two Class III directors and ratifying the independent auditor. Arthur H. Penn and José A. Briones, Jr. were re-elected, and US LLP was ratified as the company’s independent registered public accounting firm for the year ending September 30, 2026.

Who was elected to the PennantPark Floating Rate Capital (PFLT) board in 2026 and for how long?

Arthur H. Penn and José A. Briones, Jr. were elected as Class III directors. Each will serve until the 2029 annual meeting and until his successor is duly elected and qualifies, maintaining continuity in PennantPark Floating Rate Capital’s board leadership structure for the coming years.

What were the voting results for Arthur H. Penn at PennantPark Floating Rate Capital’s 2026 meeting?

Arthur H. Penn received 18,594,173 votes for, 2,754,774 against, and 530,679 abstentions, with 38,651,116 broker non-votes. This result supported his election as a Class III director through the 2029 annual meeting, continuing his role on the company’s board.

How did stockholders vote on auditor ratification for PennantPark Floating Rate Capital (PFLT) in 2026?

Stockholders ratified US LLP as the independent registered public accounting firm for the year ending September 30, 2026. The auditor received 57,485,168 votes for, 1,945,710 against, and 1,099,864 abstentions, reflecting strong approval of the company’s chosen external auditor.

How many PennantPark Floating Rate Capital (PFLT) shares were eligible to vote at the 2026 annual meeting?

As of the December 3, 2025 record date, 99,217,896 shares of common stock were eligible to vote. These eligible shares formed the basis for the stockholder decisions on director elections and the ratification of the independent registered public accounting firm at the annual meeting.

What were the voting results for José A. Briones, Jr. at PennantPark Floating Rate Capital’s 2026 meeting?

José A. Briones, Jr. received 17,591,279 votes for, 3,676,864 against, and 611,483 abstentions, along with 38,651,116 broker non-votes. These results confirmed his election as a Class III director of PennantPark Floating Rate Capital, with his term extending until the 2029 annual meeting.