Good morning, ladies and gentlemen. Welcome to the 2020 Joint Annual Meeting of Stockholders of Portman Ridge Finance Corporation and BC Partners Lending Corporation. I am Ted Goldthorpe, Director, President, and Chief Executive Officer of Portman Ridge Finance Corporation and BC Partners Lending Corporation, and I will act as the Chair of this meeting. We're excited to be hosting our virtual meeting, which allows us to be more inclusive and reach a greater number of our stockholders, especially in light of the ongoing COVID-19 pandemic. We have stockholders attending via the web portal and the 800 number we have provided. We will conduct the business portion of the meeting first and answer questions at the end of the meeting.
Though we may not be able to answer every question, we will do our best to provide a response to as many as possible and invite stockholders with unanswered questions to email the respective company's investor relations group. It is now a little after 9:00 A.M. Eastern Standard Time on June 24th, and this meeting is officially called to order. We appreciate the interest and support you express for Portman Ridge Finance Corporation and BC Partners Lending Corporation by attending this virtual meeting. We'd also like to take the opportunity to remind everyone that no one attending via the webcast or telephone is permitted to use any audio recording device. It is possible our discussion at today's meeting, including some of our comments and responses to your questions, may include forward-looking statements, which are predictions, projections, and other statements about future events.
These statements are not historical facts and are subject to known and unknown risks, uncertainties, and other factors which cause our actual results, performance, or achievements to be materially different from such anticipated results, performance, or achievements expressed or implied by such forward-looking statements. Accordingly, such forward-looking statements should not be relied upon, and to the extent required by applicable securities laws, we undertake no obligation to publicly update or revise any forward-looking statements, and thus it should not be assumed that our silence over time means that actual events are occurring as expressed or implied in such forward-looking statements.
Please refer to our discussion set forth under the forward-looking statement section of each company's earnings release, as well as under the captioned risk factors in each company's annual report on Form 10-K for the fiscal 2019, and in our quarterly report on Form 10-Q for the first quarter of fiscal 2020. As such, risks, uncertainties, and factors may be updated in some companies' periodic filings to the SEC. I would like to introduce the Directors of Portman Ridge Finance and BC Partners Lending Corporation who are present in the meeting. So with me today is myself, as well as Ted Gilpin, who is our Chief Financial Officer, Patrick Schafer , the Chief Investment Officer of Portman Ridge Finance, and a Secretary of Portman Ridge Finance Corporation and BC Partners Lending Corporation. Mr. Gilpin will act as Secretary of this meeting.
I will turn to him with any procedural issues that may arise. We are also joined by our auditors, KPMG, Kurt Krushenski . They will be able to respond to appropriate questions raised by stockholders attending the meeting. After the formal meeting has been adjourned, we will provide time for general questions. Only validated stockholders may ask questions in the designated field on the web portal. Out of consideration for others, please limit yourself to one question. Please note that this meeting is being recorded. Again, we remind you that no one attending the webcast or telephone is permitted to use any audio recording device. To simplify balloting, we will defer voting until all matters on the agenda are brought before the meeting. I'm appointing Mr.
Gilpin, previously introduced as Secretary of this meeting, as Inspector of Elections for today's joint meeting for Portman Ridge Finance Corporation and BC Partners Lending Corporation. A list of registered common shareholders entitled to vote today for each company is available for inspection on the web portal for this virtual meeting. If you have not done so, you may vote your shares through the use of the web portal for the virtual meeting. In addition, if you would like to revoke your proxy or change your vote, you may do so through the web portal. In the interest of time, we ask you to take any of these actions now.
The bylaws of Portman Ridge provide that notice of the annual meeting be given to each stockholder not less than 10 days nor more than 60 days before the date of the meeting, and the bylaws of BCPL provide that notice of the annual meeting be given to stockholders not less than 10 nor more than 90 days before each meeting. The bylaws of Portman Ridge and BCPL provide that a majority of the voting power of the issued and outstanding stock entitled to vote, present in person or represented by proxy at the meeting, shall constitute a quorum. Mr. Gilpin, may we have a report on giving of notice and whether a quorum is present?
Mr. Chairman, we present to the meeting the following documents: certified list of the holders of common stock of Portman and BCPL as of the close of business of April 27th, 2020. The record date for determining stockholders entitled to notice of and vote at this annual meeting includes the residence of each and the numbers of shares held by each. The Portman list has been prepared by American Stock Transfer & Trust Company, Portman's transfer agent, and the BCPL list has been prepared by U.S. Bancorp Fund Services, LLC. The list of stockholders will remain open for inspection on the web portal during the election at this meeting.
An affidavit of Joanne Vogel, an officer of Broadridge Financial Solutions, Inc, as to the mailing on or about April 27th, 2020, of the notice regarding the availability of proxy materials for all beneficial holders of common stock of Portman and BCPL as of the close of business on April 29th, 2020. Such notice provided stockholders with information on how to access the following documents: each company's annual report for the fiscal year ended December 31st, 2019, a notice of this joint annual meeting, joint definitive proxy statement dated April 29th, 2020, a proxy for the joint annual meeting, and copies of these materials are attached as exhibits to the affidavit. The Board of Directors fixed April 27th, 2020, as the record date for determination of the stockholders entitled to notice and vote at this joint annual meeting.
Approximately 81% of the outstanding common stock of Portman Ridge Finance Corporation, an aggregate of 36,243,962 shares, is represented here in person or by proxy, and that approximately 63% of the outstanding common stock of BC Partners Lending Corporation, an aggregate of 719,599 shares, is represented here in person or by proxy. Under the bylaws of Portman Ridge Finance Corporation and BC Partners Lending Corporation, a quorum consists of a majority of the voting power of the issued and outstanding stock entitled to vote, present in person or represented by proxy at the meeting. Accordingly, a quorum is present.
Thank you. Please file these materials within minutes of the meeting. Since a quorum is present, this meeting will proceed. Please note that we will give stockholders an opportunity to comment on the proposals themselves after all the proposals have been presented. The first order of business for Portman Ridge Finance Corporation is the election of two Directors of the company's Board of Directors for a three-year term. In accordance with Portman Ridge Finance Corporation's bylaws, the Board has fixed the size of the Board at eight. The Board has nominated Graeme Dell and Robert Warshauer to serve as Directors for a three-year term in accordance with the bylaws of Portman Ridge Finance Corporation. Mr. Dell and Warshauer currently serve as Directors of Portman Ridge Finance Corporation. Information about the background and service to Portman Ridge Finance Corporation of each of these nominees can be found in the proxy statement.
The other six Directors are not up for the election at this time. The first order of business for BC Lending Corporation is the election of two Directors of the company's Board to a three-year term. The Board has nominated myself and George Grunebaum to serve as Directors for a three-year term in accordance with BC Partners Lending Corporation bylaws. I and Mr. Grunebaum currently serve as Directors of BC Partners Lending Corporation. Information of the background and services to BC Lending Corporation of each of the nominees can be found in the proxy statement. The other three Directors are not up for election at this time.
Mr. Chairman, I move for the adoption of the following resolution: Resolved that Graeme Dell and Robert Warshauer be elected Directors of Portman Ridge Finance Corporation, each to serve for a three-year term expiring in 2023, and hold such office until their successors are elected and qualified.
Is there a second?
I second the motion.
Mr. Chairman, I move for the adoption of the following resolution: Resolved that Ted Goldthorpe and George Grunebaum be elected Directors of BC Partners Lending Corporation, each to serve for a three-year term expiring in 2023, and to hold such office until their successors are elected and qualified.
Mr. Gilpin, have any other nominations been made in accordance with the bylaws of Portman Ridge Finance Corporation or BC Lending Corporation?
No other nominations have been made. I believe we need a second for that last resolution.
Is there a second?
I second the motion.
No other nominations have been made.
Yeah. Sorry about that. The second matter being put forth to vote for Portman Ridge Finance Corporation is the ratification of the appointment by the Board of Directors of Portman Ridge Finance Corporation upon recommendation of its Audit Committee of KPMG LLP as the independent registered public accounting firm of Portman Ridge Finance Corporation for the fiscal year ending December 31st, 2020. Details as to this matter are contained in the proxy statement. The Audit Committee of Portman Ridge Finance Corporation has recommended, and the Board of Directors of Portman Ridge Finance Corporation, have unanimously approved the appointment of KPMG to serve as the independent registered public accounting firm of Portman Ridge Finance Corporation for the fiscal year ending December 31st, 2020, and recommends that the stockholders vote for this proposal.
The final matter being put forth to vote for BC Partners Lending Corporation is the ratification of the appointment of the Board of Directors of BC Partners Lending Corporation for the fiscal year ending December 31st, 2020. Details as to this matter are contained in the proxy statement. The Audit Committee of BC Partners Lending Corporation has recommended, and the Board of Directors of BC Partners Lending Corporation, have unanimously approved the appointment of KPMG LLP to serve as the independent registered public accounting firm of BC Partners Lending Corporation for the fiscal year ending December 31st, 2020, and recommends that stockholders vote for this proposal.
Mr. Chairman, I move for the adoption of the following resolution: Resolved, that the stockholders of Portman Ridge Finance Corporation hereby ratify the appointment of KPMG LLP to serve as the independent registered public accounting firm of Portman Ridge Finance Corporation for the fiscal year ending December 31st, 2020, and that such appointment be conditioned on the right of Portman Ridge Finance Corporation by vote of a majority as defined in the Investment Company Act of 1940 of the company's outstanding voting securities at any meeting called for the purpose to terminate said appointment without any penalty.
Is there a second?
I second the motion.
Mr. Chairman, I move for the adoption of the following resolution: Resolved, that the stockholders of BC Partners Lending Corporation hereby ratify the appointment of KPMG LLP to serve as the independent registered public accounting firm of BC Partners Lending Corporation for the fiscal year ending December 31st, 2020, and that such appointment be conditioned on the right of BC Partners Lending Corporation by vote of a majority as defined in the Investment Company Act of 1940 of the company's outstanding voting securities at any meeting called for the purpose to terminate said appointment without any penalty.
Is there a second?
I second the motion.
The final matter for Portman Ridge Finance Corporation requests that stockholders cast a non-binding advisory vote to approve the compensation of the named executive officers of Portman Ridge Finance Corporation. This say-on-pay vote is provided as required pursuant to Section 14(a) of the Exchange Act, as the discussion of the compensation paid to the executive officers of Portman Ridge Finance Corporation, as well as its compensation principles, have been provided in a joint proxy statement. Please note, as further explained in the proxy, Portman Ridge Finance Corporation no longer has any employees or compensation, and therefore this is the last year that this proposal will be included in the proxy statement due to the externalization completed in April of 2019. The Board has recommended that the stockholders vote for this proposal.
Mr. Chairman, I move for the adoption of the following resolution: Resolve the compensation paid to the named executive officers of Portman Ridge Finance Corporation as described in the joint proxy statement is hereby approved.
Is there a second?
I second the motion.
If any stockholder would like to make a comment regarding any of the proposals, please submit your comment through the web portal. So I don't see any. Ted or anybody, do you see anything? Any questions?
No.
Okay. So on behalf of the Board of Portman Ridge Finance Corporation and the Board of BC Partners Lending Corporation, I would like to express my appreciation to all stockholders who returned their proxies. It is now 9:17 A.M. Eastern Time on June 24th, 2020, and the polls are now open. Any stockholder who hasn't yet voted and wishes to change their vote may do so by clicking on the voting button on the web portal and following the instructions there. Stockholders who have sent in their proxies or voted by telephone or Internet and do not want to change their vote do not need to take any further action.
Now that everyone has had the opportunity to vote, I now declare the polls for the joint 2020 joint annual meeting of the stockholders of Portman Ridge Finance Corporation and BC Lending Corporation as closed at 9:18 A.M. Eastern Time on June 24th, 2020. Let me now ask the Inspector of Elections for a report on the voting.
Mr. Chairman, I have received the following preliminary voting results. The preliminary vote report for this joint meeting shows that each of the nominees for election of the Board of Portman Ridge Finance Corporation and BC Partners Lending Corporation has been duly elected. The appointment of KPMG LLP, an independent registered accounting firm for each of Portman Ridge Finance Corporation and BC Partners Lending Corporation for the fiscal year ended December 31st, 2020, has been duly ratified, and the compensation of the named executive officers of Portman Ridge Finance Corporation has been duly approved by non-binding advisory vote. We will be reporting the final vote results in a press release with an [audio distortion] within 24 hours. The Chair directs the result of the election to be incorporated into the minutes of this meeting.
Mr. Gilpin, i s any other business being brought before this meeting in accordance with the bylaws of Portman Ridge Finance Corporation or BC Partners Lending Corporation?
No other business has been brought before the meeting.
Since there is no other business, I will entertain a motion that the meeting adjourn.
I second the motion. I move to the meeting adjourn.
I second the motion.
It has been moved and seconded that the meeting be adjourned. All in favor say aye. Any opposed? Okay. We stand adjourned. So now we're going to go into questions. We will now proceed to the question- and- answer period on our agenda items. At this point, I would like to ask if any stockholder has a question. So it appears there's no questions. The officers and Directors of Portman Ridge Finance Corporation and BC Partners Lending Corporation are happy to answer your questions at any time, so please follow up if you guys have questions, as well as we can make available our representative from KPMG, who's our accounting firm. This concludes our question- and- answer session.
On behalf of the Board of Directors, officers, and employees of Portman Ridge Finance Corporation and BC Partners Lending Corporation, I would like to thank you for attending this meeting and also express our deep appreciation for the loyalty and confidence of our stockholders, and with that, I believe we are adjourned. Thank you very much.