BlackRock TCP Capital Corp. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders

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): May 22, 2025 (May 22, 2025)

BLACKROCK TCP CAPITAL CORP.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code (310) 566-1000

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:

☐	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:

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 new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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At 9:00 a.m. (Pacific Time) on May 22, 2025, BlackRock TCP Capital Corp. (“TCPC” or the “Company”) convened its 2025 Annual Meeting of Stockholders via live Internet webcast (the “Meeting”). The Meeting was held for the purpose of voting on two proposals by TCPC’s common stockholders.

With respect to Proposal 1, TCPC’s stockholders elected six directors to the Board of Directors of TCPC. Each of Eric J. Draut, Karen L. Leets, Andrea L. Petro, Maureen K. Usifer, John R. Baron and Philip Tseng will serve until the 2026 Annual Meeting or until his or her successor is duly elected and qualifies. The six directors were elected pursuant to the voting results set forth below. As of March 26, 2025, the record date, TCPC had 85,077,297 shares of common stock outstanding, which included 595,706 shares owned by affiliates.

With respect to Proposal 2, an insufficient number of affirmative votes was received to approve Proposal 2, to authorize the Company, with approval of its Board of Directors, to sell shares of the Company’s common stock a price or prices below its then current net asset value per share in one or more offerings (for up to the next 12 months), subject to certain limitations set forth in the annual proxy statement. The Company adjourned the meeting to reconvene on June 18th, 2025 at 12:00 pm, Pacific Time, by virtual webcast the details of which will be provided separately, to consider and vote on Proposal 2.  No changes have been made to Proposal 2, which is described in detail in TCPC’s definitive proxy statement for the Meeting as filed with the Securities and Exchange Commission on April 2, 2025 as amended. The close of business on March 26, 2025 will continue to be the record date for the determination of stockholders of the Company entitled to vote at the reconvened Meeting. During the period of the adjournment, the Company will solicit proxies from its stockholders with respect to Proposal 2. Proxies previously submitted in respect of the Meeting will be voted at the reconvened meeting unless properly revoked.

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.

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