Washington, D.C. 20549







Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

May 11, 2016

Date of Report (Date of earliest event reported)



NewStar Financial, Inc.

(Exact name of registrant as specified in its charter)




Delaware   001-33211   54-2157878

(State or other jurisdiction

of incorporation)



File Number)


(IRS Employer

Identification No.)

500 Boylston Street, Suite 1250, Boston, MA 02116

(Address of principal executive offices) (Zip Code)

(617) 848-2500

(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))




Item 5.07 Submission of Matters to a Vote of Security Holders.

On May 11, 2016, NewStar Financial, Inc. (“NewStar” or the “Company”) held its 2016 Annual Meeting of Stockholders (the “Annual Meeting”). Only stockholders of record as of the close of business on April 6, 2016 were entitled to vote at the Annual Meeting. As of April 6, 2016, 47,630,825 shares of common stock were outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 42,255,925 shares of common stock of the Company were represented, in person or by proxy, constituting a quorum for the meeting.

The following two proposals, each of which are described in detail in NewStar’s definitive proxy statement filed with the Securities and Exchange Common on April 13, 2016 (the “Proxy”) were before the meeting, and received the following votes:

Proposal 1: Election of Eight Directors to Serve until the 2017 Annual Meeting. The following individuals were elected to serve as directors of the Company:


Name of Director Nominees

   For      Withheld      Broker Non-Votes  

Charles N. Bralver

     32,362,342         345,555         9,548,028   

Timothy J. Conway

     32,453,220         254,677         9,548,028   

Bradley E. Cooper

     32,159,430         548,467         9,548,028   

Brian L.P. Fallon

     32,385,813         322,084         9,548,028   

Frank R. Noonan

     32,362,342         345,555         9,548,028   

Maureen P. O’Hara

     32,165,313         542,584         9,548,028   

Peter A. Schmidt-Fellner

     27,600,021         5,107,876         9,548,028   

Richard E. Thornburgh

     32,197,236         510,661         9,548,028   

Proposal 2: Ratification of the appointment of KPMG LLP as NewStar’s Independent Registered Public Accounting Firm for the 2016 Fiscal Year. The stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2016.








Broker Non-Votes

42,192,968   62,937   20   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.


Date: May 11, 2016   By:  

/s/ John K. Bray

    John K. Bray
    Chief Financial Officer