SuRo Capital Corp. (SSSS) Earnings Call Transcript & Summary

Good day, ladies and gentlemen. I am Mark Klein, the Chief Executive Officer and President of Sutter Rock Capital Corp. It's my pleasure on behalf of the officers and directors of Sutter Rock Capital Corp. to extend a warm welcome and to express our appreciation to you for attending this Annual Meeting of Stockholders. Pursuant to the company's bylaws, I will be serving as Chairman for this meeting. The company has already supplied each shareholder with a copy of its proxy statement and annual report to stockholders. Copies of these documents are available to any stockholder who does not have them. A copy of the agenda and the rules of conduct for this virtual annual meeting are provided. The meeting will be conducted according to the agenda. After the meeting has been adjourned, we will provide time for general questions. Only validated stockholders may ask questions in the designated field on the web portal. [Operator Instructions] Though we may not be able to answer every question, we will do our best to provide a response to as many as possible and will address any unanswered questions on our corporate website shortly after the meeting. Please note that this meeting is being recorded. However, no one attending via the webcast or telephone is permitted to use any audio recording device. It is now 2:01 p.m. Eastern time, and this meeting is officially called to order. I would like to introduce some members of the Board of Directors and executive officers who are present: Mr. Marc Mazur, director; Mr. Len Potter, director; Ms. Lisa Westley, director. I would also like to introduce Allison Green, Chief Financial Officer, Chief Compliance Officer, Secretary and Treasurer. Ms. Green will act as secretary of this meeting.

Thank you, Mr. Klein. We are also joined today by Daniel McIntosh and Tim Russo, representatives of Marcum LLP, Sutter Rock Capital Corp.'s independent registered public accounting firm. Also present is the appointed inspector of election, Kevin Chau, a representative of Broadridge Financial Solutions. A notice of Annual Meeting of Stockholders was sent to all stockholders entitled to vote at this meeting. Additionally, resolutions were previously adopted by the Board of Directors of Sutter Rock Capital Corp., providing for the meeting to be held at this time and place and directing that notice be given as provided in the bylaws. The Board fixed April 15, 2020, as the record date for determining persons entitled to notice of and entitled to vote at this Annual Meeting of Stockholders. An affidavit has been delivered stating that the notice was mailed to each stockholder as required by Sutter Rock Capital Corp.'s bylaws.

Thank you, Ms. Green. Please file with the minutes of this meeting a copy of the notice of Annual Meeting of Stockholders, together with the excerpts from the Board of Director's meetings with the resolutions related to this annual meeting and the affidavit as to the mailing of the notice of Annual Meeting of Stockholders.

There were 16,577,587 shares entitled to vote as of the April 15, 2020, record date. The Proxy Committee, which is composed of Mr. Klein and myself, is acting as proxy and representative of the holders of record of 13,257,110 shares of the common stock of Sutter Rock Capital Corp. We are informed by the inspector of election that there are 13,257,110 shares present in person, by proxy or by attorney. Accordingly, a quorum is present.

Thank you, Ms. Green. On the basis of the reports of the secretary and inspector of election, I find that proper notice has been given and that a quorum is present. Accordingly, this meeting has been properly convened.

We will now present the matters to be voted upon. Please note that we will give stockholders an opportunity to comment on the proposals after all proposals have been presented. The first proposal is the election of 2 directors. The Board of Directors has nominated Mark D. Klein and Lisa Westley, each to serve a 3-year term as a director, which term would expire at the Annual Meeting of Stockholders to be held in 2023 or at such time as each of his or her successors is elected and qualified. Information concerning the principal occupations of Mr. Klein and Ms. Westley, their service with Sutter Rock Capital Corp. and other matters that may be of interest are contained in the proxy statement. The second proposal is the approval of the Amended and Restated 2019 Equity Incentive Plan. The third proposal is the advisory vote to approve the compensation of Sutter Rock Capital Corp.'s named executive officers. The fourth proposal is the ratification of the appointment of Marcum LLP as independent registered public accounting firm for the fiscal year ending December 31, 2020. Daniel McIntosh and Tim Russo are present on behalf of Marcum to answer any questions. [Operator Instructions] There are no comments.

Ms. Green, were there any additional stockholder nominations or proposals for business for this meeting properly filed with you as secretary that were not included in the notice of this meeting?

No, there were not.

Because no stockholder nominations or proposals were properly filed with the secretary of Sutter Rock Capital Corp. in advance of this meeting as provided in the bylaws, the business of this meeting is limited to the aforementioned 4 proposals in accordance with the provisions of the bylaws. The polls for voting on all matters are hereby opened at this time, 2:05 p.m. Eastern time on June 19, 2020. Any stockholder who hasn't yet voted or wishes to change their vote may do so by clicking on the voting button of the web portal and following the instructions there. Stockholders who have set their proxies or voted via telephone or Internet and do not want to change their vote do not need to take any further action. [Voting]

The polls for voting are now closed.

We have been informed by the inspector of election that the preliminary vote report shows that the nominees for election to the Board have been duly elected. The Amended and Restated 2019 Equity Incentive Plan has been approved. The compensation of the named executive officers has been approved by advisory vote. And the selection of Marcum LLP to serve as independent registered public accounting firm for the fiscal year ending December 31, 2020, has been ratified. We will report the final vote results in a Form 8-K to be filed within 4 business days.

Ms. Green, please safeguard: one, the notice of the Annual Meeting of Shareholders and proof of mailing thereof; two, the proxies and ballots voted at this meeting, including the ballot cast with the number of shares represented by the Proxy Committee; and three, the oath and certificate report of the inspector of election and maintain them among the records of Sutter Rock Capital Corp. There being no further business to come before the meeting, the 2020 Sutter Rock Capital Corp. Annual Meeting of Shareholders is now adjourned at 2:06 p.m. Eastern time. We will open the floor for stockholder questions and comments. There were no questions or comments received in advance of today's meeting. Please note, we will attempt to answer any -- as many questions as time allows but only questions germane to the meeting will be addressed. As there have been no question submitted via the portal, we thank you all very much for your time.

This now concludes the meeting. Thank you for joining, and have a pleasant day.