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): October 27, 2020

Flat Rock Capital Corp.

(Exact Name of Registrant as Specified in its Charter)

Maryland

000-55767

82-0894786

(State or Other Jurisdiction of Incorporation)

(Commission

File Number)

(IRS Employer Identification Number)

1350 6^th Avenue, 18^th Floor

New York, NY 10019

(Address of Principal Executive Offices, Zip Code)

(212) 596-3413

(Registrant’s telephone number, including area code)

N/A

(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))

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 x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. x

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
None		None		None

Item 5.07

Submission of Matters to a Vote of Security Holders.

On October 27, 2020, Flat Rock Capital Corp. (the “Company”) held its 2020 Special Meeting of Stockholders. At the meeting, the Company’s stockholders voted on the following four proposals: (i) election of directors; (ii) ratification of the appointment of Cohen & Company, Ltd. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020; (iii) approval of the Agreement and Plan of Reorganization by and between the Company and Flat Rock Core Income Fund (the “Fund”), a non-diversified, closed-end management investment company that intends to operate as an interval fund, pursuant to which the Company will transfer all of its assets to the Fund in exchange for an equal number of common shares of beneficial interest of the Fund and the assumption by the Fund of all of the liabilities of the Company (the “Reorganization”); and (iv) subject to the approval of the Reorganization, to approve the withdrawal of the election by the Company to be treated as a “Business Development Company” under applicable provisions of the Investment Company Act of 1940, as amended.

The four proposals are described in detail in the Company’s definitive proxy statement, dated October 13, 2020, as filed as part of the Proxy Statement/Prospectus of the Fund filed on October 13, 2020. As of October 2, 2020, the record date established for voting on the matters set forth above, the shares of common stock outstanding and entitled to vote at the meeting represented 2,863,057 votes (2,863,057 shares of common stock representing 2,863,057 votes). Of the aggregate shares entitled to vote as of the record date, 1,460,218 shares of common stock representing 51.0% of the total votes were present at the meeting in person or by proxy.

Proposal No. 1 – Election of Directors

Each of the three nominees for director was elected by the Company’s stockholders by the requisite vote for approval, and the voting results are set forth below:


Name of Director	For	Withheld
Robert K. Grunewald	1,456,457	3,761
R. Scott Coolidge	1,456,457	3,761
Marshall H. Durston	1,456,457	3,761

Proposal No. 2 – Ratification of Independent Registered Public Accounting Firm

The voting results to ratify the appointment of Cohen & Company, Ltd. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020 are set forth below:


For	Against	Abstentions
1,457,456	1,264	1,498

Proposal No. 3 – Approval of the Agreement and Plan of Reorganization

The voting results to approve the Agreement and Plan of Reorganization by and between the Company and Flat Rock Core Income Fund (the “Fund”), a non-diversified, closed-end management investment company that intends to operate as an interval fund, pursuant to which the Company will transfer all of its assets to the Fund in exchange for an equal number of common shares of beneficial interest of the Fund and the assumption by the Fund of all of the liabilities of the Company (the “Reorganization”):


For	Against	Abstentions
1,450,229	7,489	2,500

Proposal No. 4 – Withdrawal of Company’s Election as a Business Development Company

The voting results to approve, subject to the approval of the Reorganization, the withdrawal of the election by the Company to be treated as a “Business Development Company” under applicable provisions of the Investment Company Act of 1940, as amended, are set forth below:


For	Against	Abstentions
1,448,732	7,489	3,997

SIGNATURE

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.

Dated: October 30, 2020

	Flat Rock Capital Corp.


	By:	/s/ Robert K. Grunewald
	Name:	Robert K. Grunewald
	Title:	Chief Executive Officer

Flat Rock Capital Corp. 8-K