Saratoga Investment Corp. (NYSE: SAJ) details 2025 shareholder vote results

Rhea-AI Filing Summary

Saratoga Investment Corp. reported the results of its 2025 Annual Meeting of Stockholders held on September 25, 2025. As of the July 29, 2025 record date, 15,951,835 shares of common stock were eligible to vote, and 11,533,981 shares were represented in person or by proxy. Stockholders elected Steven M. Looney and Charles S. Whitman III as directors to serve until the 2028 Annual Meeting or until their successors are elected and qualified. Mr. Looney received 4,474,615 votes for and 892,437 votes withheld, while Mr. Whitman received 4,365,201 votes for and 1,001,851 votes withheld. Stockholders also ratified the selection of Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending February 28, 2026, with 10,593,050 votes for, 848,257 votes against, and 92,674 abstentions.

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 →

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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) September 25, 2025

SARATOGA INVESTMENT CORP.

(Exact Name of Registrant as Specified in Charter)

Maryland		814-00732		20-8700615
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

535 Madison Avenue New York, New York		10022
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code (212) 906-7800

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 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))

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		SAR		New York Stock Exchange
6.00% Notes due 2027		SAT		New York Stock Exchange
8.00% Notes due 2027		SAJ		New York Stock Exchange
8.125% Notes due 2027		SAY		New York Stock Exchange
8.50% Notes due 2028		SAZ		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 September 25, 2025, Saratoga Investment Corp. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”). As of the close of business on July 29, 2025, the record date for the Annual Meeting, 15,951,835 shares of common stock were eligible to be voted, and 11,533,981 of those shares were voted in person or by proxy at the Annual Meeting.  The final voting results from the Annual Meeting were as following:

Proposal 1: The following directors were elected to serve as directors of the Company’s board of directors until the 2028 Annual Meeting of Stockholders or until their respective successor is duly elected and qualified by the following vote:

Director Nominees		Votes For				Votes Withheld
Steven M. Looney			4,474,615				892,437
Charles S. Whitman III			4,365,201				1,001,851

Proposal 2: The ratification of the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending February 28, 2026 was approved by the following vote:

Votes For			10,593,050
Votes Against			848,257
Abstentions			92,674

1

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.

	Saratoga Investment Corp.
Date:  September 25, 2025
	By:	/s/ Henri J. Steenkamp
	Name:	Henri J. Steenkamp
	Title:	Chief Financial Officer, Chief Compliance Officer, Treasurer and Secretary

2

FAQ

What did Saratoga Investment Corp. (SAJ) disclose in this 8-K?

The company reported the final voting results from its 2025 Annual Meeting of Stockholders, including director elections and auditor ratification.

How many Saratoga Investment Corp. shares were eligible to vote at the 2025 Annual Meeting?

As of the July 29, 2025 record date, 15,951,835 shares of common stock were eligible to be voted.

What was the shareholder turnout for Saratoga Investment Corp.’s 2025 Annual Meeting?

A total of 11,533,981 shares were voted in person or by proxy at the meeting.

Which directors were elected at Saratoga Investment Corp.’s 2025 Annual Meeting and for how long?

Steven M. Looney and Charles S. Whitman III were elected to serve on the board until the 2028 Annual Meeting of Stockholders or until their successors are duly elected and qualified.

What were the vote totals for the Saratoga Investment Corp. director nominees?

Steven M. Looney received 4,474,615 votes for and 892,437 votes withheld. Charles S. Whitman III received 4,365,201 votes for and 1,001,851 votes withheld.

Did Saratoga Investment Corp. stockholders ratify the appointment of Ernst & Young LLP?

Yes. Stockholders ratified Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending February 28, 2026, with 10,593,050 votes for, 848,257 against, and 92,674 abstentions.

Who signed the Saratoga Investment Corp. 8-K reporting the 2025 Annual Meeting results?

The report was signed by Henri J. Steenkamp, Chief Financial Officer, Chief Compliance Officer, Treasurer and Secretary.