Washington, D.C. 20549







Pursuant to Section 13 Or 15(d) of

The Securities Exchange Act of 1934

February 26, 2013

Date of Report (Date of earliest event reported)



PennantPark Floating Rate Capital Ltd.

(Exact name of registrant as specified in its charter)




Maryland   814-00891    27-3794690

(State or other jurisdiction

of incorporation)



File Number)

   (IRS Employer

Identification No.)

590 Madison Avenue, 15th Floor,

New York, NY

(Address of principal executive offices)    (Zip Code)


(Registrant’s telephone number, including area code)

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))




Item 5.07 Submission of Matters to a Vote of Security Holders

On February 26, 2013, PennantPark Floating Rate Capital Ltd. (the “Company”) reconvened the special meeting of stockholders to consider one proposal as described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on December 7, 2012. As of December 12, 2012, the record date, 6,850,667 shares of common stock were eligible to vote. A summary of the matter voted upon by the stockholders is set forth below.

Proposal 1. Due to the absence of a quorum, the Company’s stockholders did not approve a proposal to authorize flexibility for the Company, with the approval of its Board of Directors, to sell shares of its common stock during the next 12 months at a price below its then current net asset value per share subject to certain limitations as described the proxy statement.


Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


  PennantPark Floating Rate Capital Ltd.
Dated: March 1, 2013  



Aviv Efrat

Chief Financial Officer & Treasurer