false
0001377936
0001377936
2025-09-25
2025-09-25
0001377936
SAR:CommonStockParValue0.001PerShareMember
2025-09-25
2025-09-25
0001377936
SAR:Sec6.00NotesDue2027Member
2025-09-25
2025-09-25
0001377936
SAR:Sec8.00NotesDue2027Member
2025-09-25
2025-09-25
0001377936
SAR:Sec8.125NotesDue2027Member
2025-09-25
2025-09-25
0001377936
SAR:Sec8.50NotesDue2028Member
2025-09-25
2025-09-25
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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 | |
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 |
