8-K
Runway Growth Finance Corp. (RWAY)
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):
June 10, 2025
RUNWAY GROWTH FINANCE CORP.
(Exact name of registrant as specified in its charter)
| Maryland | 814-01180 | 47-5049745 |
|---|---|---|
| (State or other jurisdiction<br>of incorporation) | (Commission<br> <br>File Number) | (I.R.S. Employer<br> <br>Identification No.) |
205 N. Michigan Ave., Suite 4200
Chicago, Illinois 60601
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code: (312) 698-6902
Check the appropriate box below if the Form 8-K 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)) |
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br> <br>Symbol(s) | Name of each exchange<br> <br>on which registered |
|---|---|---|
| Common Stock, par value $0.01 per share | RWAY | Nasdaq Global Select Market |
| 7.50% Notes due 2027 | RWAYL | Nasdaq Global Select Market |
| 8.00% Notes due 2027 | RWAYZ | Nasdaq Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company ☒
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. ☐
| Item 5.07. | Submission of Matters to a Vote of Security Holders |
|---|
On June 10, 2025, Runway Growth Finance Corp. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”). The Company submitted two (2) matters to the vote of its stockholders, each of which is described in detail in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 29, 2025.
As of the close of business on April 24, 2025, the record date for the Annual Meeting, there were 37,347,428 shares of the Company’s common stock outstanding and entitled to vote at the Annual Meeting. A summary of the matters voted upon by the Company’s stockholders at the Annual Meeting is set forth below.
Proposal 1: Election of Directors
The Company’s stockholders re-elected R. David Spreng, Catherine Frey and Robert Warshauer to the Company’s Board of Directors as Class III directors to serve until the 2028 Annual Meeting of Stockholders and until his or her successor is duly elected and qualified. The following votes were taken in connection with this proposal:
| Name | For | Withhold | Broker Non-Votes | |||
|---|---|---|---|---|---|---|
| R. David Spreng | 12,577,977 | 6,258,347 | 7,503,463 | |||
| Catherine Frey | 18,401,436 | 434,888 | 7,503,463 | |||
| Robert Warshauer | 18,355,105 | 481,219 | 7,503,463 |
Proposal 2: Ratification of the selection of Deloitte & Touche LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025
The Company’s stockholder ratified the selection of Deloitte & Touche LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. The following votes were taken in connection with this proposal:
| For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|
| 26,067,113 | 95,804 | 176,870 | 0 |
| Item 9.01. | Financial Statements and Exhibits | ||
| --- | --- |
(d) Exhibits:
| Exhibit<br>Number | Description |
|---|---|
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
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.
| Date: June 16, 2025 | RUNWAY GROWTH FINANCE CORP. | |
|---|---|---|
| By: | /s/ Thomas B. Raterman | |
| Thomas B. Raterman | ||
| Chief Operating Officer, Chief Financial Officer, Treasurer and Secretary |