Washington, D.C. 20549







Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event Reported): August 4, 2022



Gladstone Investment Corporation

(Exact Name of Registrant as Specified in Charter)




Delaware   814-00704   83-0423116

(State or Other Jurisdiction

of Incorporation)



File Number)


(I.R.S. Employer

Identification Number)


1521 Westbranch Drive, Suite 100, McLean, Virginia 22102
(Address of Principal Executive Offices) (Zip Code)

(703) 287-5800

(Registrant’s telephone number, including area code)

(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))

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


Title of Each Class


Trading Symbol(s)


Name of Each Exchange on Which Registered

Common Stock, $0.001 par value per share   GAIN   The Nasdaq Stock Market LLC
5.00% Notes due 2026   GAINN   The Nasdaq Stock Market LLC
4.875% Notes due 2028   GAINZ   The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 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 August 4, 2022, Gladstone Investment Corporation (the “Company”) held its 2022 Annual Meeting of Stockholders (the “Annual Meeting”). The Company’s stockholders voted and approved each of the proposals presented at the Annual Meeting, which are described in detail in the Company’s Definitive Proxy Statement on Schedule 14A, which was filed with the Securities and Exchange Commission on June 17, 2022.

The matters considered and voted on by the Company’s stockholders at the Annual Meeting and the vote of the stockholders were as follows:



The election of three directors to hold office until the 2025 Annual Meeting of Stockholders.


     For      Withheld      Broker Non-Votes  

Paul W. Adelgren

     8,627,175        794,550        12,088,498  

David Gladstone

     8,864,700        557,025        12,088,498  

John H. Outland

     8,847,748        573,977        12,088,498  



The ratification of the selection by the Audit Committee of our Board of Directors of PricewaterhouseCoopers LLP as our independent registered public accounting firm for our fiscal year ending March 31, 2023:



   Against      Abstain      Broker Non-Votes  


     311,761        164,726        0  


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.


    Gladstone Investment Corporation

/s/ Rachael Easton

August 4, 2022      

Rachael Easton

Chief Financial Officer and Treasurer