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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): December 11, 2024

 

 

 

Palmer Square Capital BDC Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

 

Maryland   814-01334   84-3665200

(State or Other Jurisdiction

of Incorporation)

  

(Commission File Number)

  

(IRS Employer

Identification No.)

 

1900 Shawnee Mission Parkway, Suite 315,

Mission Woods, Kansas

   66205
(Address of Principal Executive Offices)   (Zip Code)

 

Registrant’s Telephone Number, Including Area Code: 816-994-3200

 

 

 

(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))

 

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   PSBD   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 (§ 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.

 

(a)Palmer Square Capital BDC Inc. (the “Company”) held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”) on December 11, 2024. As of November 8, 2024, the record date for the determination of stockholders entitled to notice of, and to vote at, the Annual Meeting, 32,646,562.73 shares of common stock were eligible to be voted in person or by proxy. Of the eligible shares of common stock to be voted, 21,574,878 were voted in person or by proxy at the Annual Meeting.

 

(b)At the Annual Meeting, the Company’s stockholders (i) elected two Class III directors to serve on the Company’s board of directors until the Company’s 2027 annual meeting of stockholders or until their respective successor is duly elected and qualified, and (ii) ratified the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024. The proposals are described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on November 15, 2024. The final results for the votes regarding each proposal are set forth below:

 

(i)The voting results with respect to the election of two Class III directors were as follows:

 

Name  Votes For   Votes Withheld 
Jeffrey D. Fox   18,047,412    73,653 
James W. Neville   17,597,028    524,037 

 

(ii)The voting results with respect to the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024 were as follows:

 

Votes For  Votes Against   Abstain 
21,568,120   6,737    21 

 

1

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, Palmer Square Capital BDC Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  Palmer Square Capital BDC Inc.
     
Date: December 12, 2024 By: /s/ Jeffrey D. Fox
  Name: Jeffrey D. Fox
  Title: Chief Financial Officer

 

 

2

 

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Dec. 11, 2024
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Document Type 8-K
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Document Period End Date Dec. 11, 2024
Entity File Number 814-01334
Entity Registrant Name Palmer Square Capital BDC Inc.
Entity Central Index Key 0001794776
Entity Tax Identification Number 84-3665200
Entity Incorporation, State or Country Code MD
Entity Address, Address Line One 1900 Shawnee Mission Parkway
Entity Address, Address Line Two Suite 315
Entity Address, City or Town Mission Woods
Entity Address, State or Province KS
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Title of 12(b) Security Common Stock, par value $0.001 per share
Trading Symbol PSBD
Security Exchange Name NYSE
Entity Emerging Growth Company true
Elected Not To Use the Extended Transition Period false
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