UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): May 13, 2016

CARLYLE GMS FINANCE, INC.
(Exact Name of Registrant as Specified in Charter)

 
 	 	 	 	 	
Maryland	 	No. 000-54899	 	No. 80-0789789	
(State or Other Jurisdiction
of Incorporation)	 	(Commission
File Number)	 	(IRS Employer
Identification No.)	

520 Madison Avenue, 38th Floor
New York, New York	 	10022	
(Address of Principal Executive offices)	 	(Zip Code)	
Registrant’s telephone number, including area code: (212) 813-4900
Former name or former address, if changed since last report: N/A

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 Instructions A.2.):
 
 	¨	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 May 13, 2016, Carlyle GMS Finance, Inc. (the “Company”) held its 2016 Annual Meeting of Stockholders (the “ Annual Meeting ”). The following two proposals were voted on at the Annual Meeting: (1) the election of Michael A. Hart, William P. Hendry, and John G. Nestor as directors, each to serve for a three-year term and until his respective successor is duly elected and qualified at the Company’s 2019 Annual Meeting of Stockholders or until his earlier death, resignation or removal; and (2) the ratification of the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2016.
Stockholders of record at the close of business on March 17, 2016 were entitled to vote at the Annual Meeting. As of March 17, 2016, the record date, there were 33,343,149 shares of common stock outstanding and entitled to vote. 18,092,076 shares of common stock of the Company were present or represented at the meeting, constituting a quorum.
The final voting results for each of the proposals submitted to a vote of stockholders at the Annual Meeting are set forth below. Each proposal was approved by the requisite vote.

Proposal
1a.	  	The election of Michael A. Hart as a director to serve for a three-year term and until his successor is duly elected and qualified at the Company’s 2019 Annual Meeting of Stockholders or until his earlier death, resignation or removal:	

Director Nominee	  	For	  	Withhold	
Michael A. Hart	  	16,315,904	  	1,776,172	

Proposal
1b.	  	The election of William P. Hendry as a director to serve for a three-year term and until his successor is duly elected and qualified at the Company’s 2019 Annual Meeting of Stockholders or until his earlier death, resignation or removal:	

Director Nominee	  	For	  	Withhold	
William P. Hendry	  	16,308,880	  	1,783,197	

Proposal
1c.	  	The election of John G. Nestor as a director to serve for a three-year term and until his successor is duly elected and qualified at the Company’s 2019 Annual Meeting of Stockholders or until his earlier death, resignation or removal:	

Director Nominee	  	For	  	Withhold	
John G. Nestor	  	16,287,809	  	1,804,268	

Proposal
2.	  	The ratification of the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2016:	

For	  	Against	  	Abstain	  	Broker Non-Votes	
16,305,184	  	10,721	  	1,776,172	  	0	

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.

CARLYLE GMS FINANCE, INC.
(Registrant)	
 	 	
By:	 	/s/ Matthew Cottrell	
Name: 	 	Matthew Cottrell	
Title:	 	Secretary	
Date: May 18, 2016