Prospect Floating Rate & Alternative Income Fund Inc.
03/06/2026 | Press release | Distributed by Public on 03/06/2026 14:14
Proxy Results, Amendments to Bylaws (Form 8-K)
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Fifth Articles of Amendment and Restatement
On March 4, 2026, the stockholders of Prospect Floating Rate and Alternative Income Fund, Inc. (the "Company") approved the Company's Fifth Articles of Amendment and Restatement for the purpose of amending the Company's Fourth Articles of Amendment and Restatement to conform to provisions of the North American Securities Administrators Association ("NASAA") Omnibus Guidelines ("Omnibus Guidelines"). The amendments among other things: (1) increase the quorum for stockholder meetings from one third to 50% of shares of common stock entitled to vote on the matter to be approved at the stockholder meeting; (2) divide the authorized common stock into four different classes of common stock; (3) allow that meetings of stockholders be called by the adviser or stockholders holding 10% or more of the then outstanding shares, for any matters for which the stockholders may vote; (4) allow holders of a majority of the then outstanding shares entitled to vote to remove directors without cause, without the necessity for concurrence by the sponsor, the adviser or the board of directors of the Company; and (5) include other technical, conforming (including to the NASAA Omnibus Guidelines) or clarifying revisions.
On March 6, 2026, the Company filed its Fifth Articles of Amendment and Restatement with the State Department of Assessments and Taxation of Maryland and the amendment became effective immediately upon filing.
A copy of the Fifth Articles of Amendment and Restatement is attached hereto as Exhibit 3.1 to this Current Report on Form 8-K.
Fifth Amended and Restated Bylaws
On March 4, 2026, the Company adopted the Fifth Amended and Restated Bylaws for the purpose of amending the Company's Fourth Amended and Restated Bylaws to conform to provisions of the NASAA Omnibus Guidelines. The amendments among other things: (1) change the voting standard for the election of directors from a plurality of all the votes cast at a meeting of stockholders duly called and at which a quorum is present to the affirmative vote of the holders of a majority of the shares of stock outstanding and entitled to vote thereon; (2) provide that any alteration, amendment or repeal of the bylaws that adversely affects the rights of the stockholders shall require the concurrence by holders of a majority of the shares entitled to vote on the matter; and (3) include other technical, conforming (including to the NASAA Omnibus Guidelines) or clarifying revisions.
A copy of the Fifth Amended and Restated Bylaws is attached hereto as Exhibit 3.2 to this Current Report on Form 8-K.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On March 4, 2026, the Company held a Special Meeting of Stockholders at the Company's offices at 10 East 40th Street, 42nd Floor, New York, New York 10016 (the "Special Meeting"). At the Special Meeting, the Company's common stockholders voted on one proposal, which was approved. The proposal is described in detail in the Company's definitive information statement for the Special Meeting as filed with the Securities and Exchange Commission (the "SEC") on January 14, 2026. As of January 13, 2026, the record date, 9,203,906 shares of common stock were eligible to vote. The final voting results from the Special Meeting were as follows:
Proposal 1. The Company's stockholders approved the proposed Fifth Articles of Amendment and Restatement of the Company pursuant to the voting results set forth below:
| For | Against | Abstained | Broker Non-Votes | |||||||||||||||||
| 7,247,115 | - | - | - | |||||||||||||||||
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