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): August 5, 2009 (August 5, 2009)
Triangle Capital Corporation
(Exact name of registrant as specified in its charter)
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| Maryland
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001-33130
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06-1798488 |
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.) |
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| 3700 Glenwood Avenue, Suite 530, Raleigh, North Carolina
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27612 |
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| (Address of principal executive offices)
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(Zip Code) |
(919) 719-4770
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 (see General Instruction
A.2 below):
o Written Communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 2.02 Results of Operations and Financial Condition.
On August 5, 2009, Triangle Capital Corporation (the “Company”) issued a press release
announcing its financial results for the quarter ended June 30, 2009. A copy of the press release
is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by
reference.
The information in these Items 2.02 and 7.01 of Form 8-K, and Exhibit 99.1 attached hereto,
are being furnished by the Company in satisfaction of the public disclosure requirements of
Regulation FD and Item 2.02 of Form 8-K, insofar as they disclose historical information regarding
the Company’s results of operations or financial condition as of and for the quarter ended June 30,
2009.
In accordance with General Instructions B.2 and B.6 of Form 8-K, the information included in
these Items 2.02 and 7.01, and Exhibit 99.1, shall not be deemed to be “filed” for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise
subject to the liabilities of that Section, nor shall such information be deemed incorporated by
reference into any filing made by the Company under the Securities Act of 1933, as amended, or the
Exchange Act.
Item 5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
(d) Election of a new director.
On
August 5, 2009, our Board voted to elect Mark M. Gambill as a new director to fill the
vacancy created by the resignation of Thomas M. Garrott in
August 2008. Mr. Gambill’s election
is effective immediately. Mr. Gambill will serve as a director for the remainder of the 2009-2010
term and until his respective successor is duly elected and qualified at the Company’s annual
meeting of stockholders in 2010.
Mr. Gambill will serve as a member of our Nominating and Corporate Governance Committee, where
he will replace Sherwood H. Smith, Jr. He is a co-founder and current Chairman of Cary Street
Partners, a financial advisory and wealth management firm. Mr. Gambill also serves on the Board of
Directors of Speedway Motorsports, Inc., where he is Chairman of its audit committee and a member
of its compensation committee. He also serves on the Board of Directors of NewMarket Corporation
and is a member of its audit committee. Mr. Gambill graduated summa cum laude from Hampden-Sydney
College in Virginia.
Mr. Gambill’s compensation for his services as a director will be consistent with that of the
other non-employee directors at the Company, as described in the Company’s definitive proxy
statement with respect to its 2009 annual meeting of stockholders filed with the Securities and
Exchange Commission on March 30, 2009. There are no other arrangements or understandings between
Mr. Gambill and any other person pursuant to which he was elected as a director, and Mr. Gambill
is not a party to any transaction with the Company that would require disclosure under Item 404(a)
of Regulation S-K.
The
Company issued a press release on August 5, 2009 announcing
Mr. Gambill’s election. The text of the press release is
filed as Exhibit 99.2 to this Current Report on Form 8-K.
Item 7.01. Regulation FD Disclosure.
The disclosure contained in Item 2.02 is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
The following Exhibit 99.1 is being furnished herewith to this Current Report on Form 8-K and
Exhibit 99.2 is being filed herewith to this Current Report on Form 8-K:
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| Exhibit No. |
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Description |
99.1
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Press Release dated August 5, 2009 of the Company |
99.2
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Press Release dated August 5, 2009 of the Company |
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