Item 5.07. Submission of Matters to a Vote of Security Holders.
C?ON Investment Corporation (“CION”) reconvened its Annual Meeting of
Shareholders (the “Annual Meeting”) on September 15, 2022. The Annual Meeting
was initially called to order on July 28, 2022, and was adjourned until
September 15, 2022 to permit additional time to solicit shareholder votes for
As of May 31, 2022, the record date for the determination of shareholders
entitled to notice of, and to vote at, the Annual Meeting, 56,958,440shares of
common stock were eligible to be voted, and 28,483,854 of those shares were
voted in person or by proxy at the Annual Meeting. Shareholders were asked to
consider and act upon the following proposals, each of which is described in
detail in CION’s definitive proxy statement for the Annual Meeting filed with
the Securities and Exchange Commission on June 1, 2022:
· Proposal No. 1 – the election of three members of the board of directors of
CION to serve until the 2025 annual meeting of shareholders or until their successors are duly elected and qualified; and
· Proposal No. 2 – to authorize flexibility for CION, with the approval of CION’s
board of directors, to offer and sell shares of common stock at a price below net asset value during the next 12 months following shareholder approval, subject to certain limitations described in the proxy statement (the "Share Issuance Proposal").
The director nominees listed in CION’s 2022 proxy statement were elected by
CION’s shareholders at the reconvened Annual Meeting. The votes for, votes
withheld and broker non-votes for the director nominees are set forth below:
Director Nominee Votes For Votes Withheld Broker Non-Votes Edward J. Estrada 25,636,831 2,847,023 0 Peter I. Finlay 25,596,932 2,886,922 0 Earl V. Hedin 25,607,536 2,876,318 0
The Share Issuance Proposal was also approved by CION’s shareholders at the
reconvened Annual Meeting. The votes for, votes against, abstentions and broker
non-votes are set forth below:
Votes For 20,326,615 Votes Against 6,004,744 Abstentions 2,152,495 Broker Non-Votes 0
Item 7.01. Regulation FD Disclosure.
On September 19, 2022, CION issued a press release announcing that its
management will be presenting at the Sidoti Small-Cap Virtual Conference to be
held on September 22, 2022. A copy of the press release is attached hereto as
Exhibit 99.1 and incorporated by reference herein.
The information disclosed under this Item 7.01, including Exhibit 99.1 hereto,
is being “furnished” and shall not be deemed “filed” by CION for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), or otherwise subject to the liabilities of that section, and shall not be
deemed incorporated by reference into any filing under the Securities Act of
1933, as amended, or the Exchange Act, except as shall be expressly set forth by
specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. 99.1 Press Release dated September 19, 2022. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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