[8-K] Portman Ridge Finance Corporation Reports Material Event

Rhea-AI Filing Summary

Portman Ridge Finance Corporation (PTMN) held its Annual Meeting on June 24, 2025, where stockholders voted on two key proposals:

Proposal 1: Election of three directors to serve until 2028:

• George Grunebaum: Received 1,794,787 votes in favor
• Dean C. Kehler: Received 2,294,364 votes in favor
• Matthew Westwood: Received 2,279,564 votes in favor

Proposal 2: Stockholders ratified the appointment of Deloitte & Touche LLP as the company's independent registered public accounting firm for fiscal year 2025, with 5,475,857 votes in favor (97.1% approval rate).

As of the April 25, 2025 record date, 9,202,870 shares of common stock were outstanding and entitled to vote. The filing was signed by CFO Brandon Satoren.

Positive

• Strong shareholder support for Board nominees with Dean C. Kehler and Matthew Westwood receiving high approval rates (2,294,364 and 2,279,564 votes 'For' respectively)
• Overwhelming approval (5,475,857 votes 'For' vs 81,590 'Against') for the ratification of Deloitte & Touche LLP as independent auditor, indicating shareholder confidence in financial oversight

Negative

• Relatively high withhold votes for George Grunebaum (853,126 withheld votes, representing approximately 32% of non-broker votes), suggesting some shareholder concerns about this director
• Low overall shareholder participation with only about 5.6 million shares voting out of 9.2 million outstanding shares (approximately 61% participation rate)

Portman Ridge Finance Corp false 0001372807 0001372807 2025-06-24 2025-06-24

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

Date of Report (Date of earliest event reported): June 24, 2025

Portman Ridge Finance Corporation

(Exact name of registrant as specified in its charter)

Delaware		814-00735		20-5951150
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

650 Madison Avenue, 3rd Floor New York, New York		10022
(Address of principal executive offices)		(Zip Code)

(Registrant’s telephone number, including area code): (212) 891-2880

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 (see General Instructions 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 ☐

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. ☐

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.01 per share		PTMN		The NASDAQ Global Select Market

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

On June 24, 2025, Portman Ridge Finance Corporation (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). Set forth below are the two proposals voted upon by the Company’s stockholders at the Annual Meeting, as described in the Company’s Definitive Proxy Statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on April 29, 2025, together with the voting results for each proposal. As of April 25, 2025, the record date for the Annual Meeting, 9,202,870 shares of the Company’s common stock were outstanding and entitled to vote.

Proposal 1. The Company’s stockholders elected the following nominees to serve on the Board of Directors of the Company, each of whom will serve until the 2028 annual meeting of stockholders and until his successor is duly elected and qualifies: George Grunebaum, Dean C. Kehler and Matthew Westwood. The tabulation of votes was:

Director		For				Withheld				Broker Non-Votes
George Grunebaum			1,794,787				853,126				2,992,565
Dean C. Kehler			2,294,364				353,549				2,992,565
Matthew Westwood			2,279,564				368,349				2,992,565

Proposal 2. The Company’s stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025, as set forth below.

For		Against		Abstain		Broker Non-Votes
5,475,857		81,590		83,031		—

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.

PORTMAN RIDGE FINANCE CORPORATION
By:		/s/ Brandon Satoren
Name:		Brandon Satoren
Title:		Chief Financial Officer

Date: June 24, 2025

FAQ

What were the voting results for PTMN's director elections in June 2025?

Three directors were elected to PTMN's Board: George Grunebaum (1,794,787 votes for), Dean C. Kehler (2,294,364 votes for), and Matthew Westwood (2,279,564 votes for). Each director will serve until the 2028 annual meeting. There were significant broker non-votes (2,992,565) for each director position.

Did PTMN shareholders approve Deloitte & Touche as their auditor for 2025?

Yes, PTMN shareholders overwhelmingly approved Deloitte & Touche LLP as the company's independent registered public accounting firm for fiscal year 2025. The proposal received 5,475,857 votes in favor, with only 81,590 votes against and 83,031 abstentions.

How many PTMN shares were eligible to vote at the June 2025 annual meeting?

As of the April 25, 2025 record date, 9,202,870 shares of PTMN's common stock were outstanding and entitled to vote at the annual meeting.

Which PTMN director received the highest shareholder support in the 2025 election?

Dean C. Kehler received the highest shareholder support with 2,294,364 votes in favor, followed closely by Matthew Westwood with 2,279,564 votes. George Grunebaum received notably fewer votes with 1,794,787 in favor.