Form 8-K





Washington, D.C. 20549







Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

May 12, 2010

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

At our annual meeting of stockholders held on May 12, 2010, our stockholders approved an amendment (the “Amendment”) of our Amended and Restated 2006 Incentive Plan (the “2006 Plan”). The Amendment increased the aggregate number of shares our common stock immediately available for issuance under the 2006 Plan by 4,750,000 shares to an aggregate of 11,650,000 shares, subject to adjustment for stock-splits and similar changes and made a technical correction to the 2006 Plan to remove grantee discretion in accordance with Section 409A of the Internal Revenue Code.

The Amendment was previously adopted by our Board of Directors, subject to stockholder approval, and became effective upon the receipt of stockholder approval on May 12, 2010.

The foregoing description of the Amendment is subject to, and qualified in its entirety by reference to, the full text of the 2006 Plan, as amended, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by this reference.


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

On May 12, 2010, we held our 2010 Annual Meeting of Stockholders. Four proposals were before the meeting: (1) the election of each of Charles N. Bralver, T. Kimball Brooker, Jr., Timothy J. Conway, Bradley E. Cooper, Brian L.P. Fallon, Frank R. Noonan, Maureen P. O’Hara, Peter A. Schmidt-Fellner and Richard E. Thornburgh as directors to serve until the 2011 Annual Meeting of Stockholders; (2) the approval of an amendment to the Amended and Restated 2006 Incentive Plan, primarily to increase the number of shares available for awards under the 2006 Plan from 6,900,000 to 11,650,000; (3) the grant to the Board of Directors the discretionary authority to effect a reverse stock split of our issued and outstanding shares of common stock in a range of not less than two and not more than five shares into one share of common stock at any time prior to the business day preceding the 2011 Annual Meeting of Stockholders; and (4) the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the 2010 fiscal year.

Only stockholders of record as of the close of business on April 5, 2010 were entitled to vote at the 2010 Annual Meeting. As of April 5, 2010, 49,850,083 shares of common stock were outstanding and entitled to vote at the 2010 Annual Meeting. At the 2010 Annual Meeting, 41,307,512 shares of common stock of the Company were represented, in person or by proxy, constituting a quorum for the meeting.

At the 2010 Annual Meeting, each of the proposals was approved by the requisite vote necessary for approval. The votes with respect to each of the proposals are set forth below.

(1) Election of Nine Directors to Serve until the 2011 Annual Meeting:


Name of Director Nominees

   For    Withheld    Broker Non-Votes

Charles N. Bralver

   35,196,315    221,227    5,889,970

T. Kimball Brooker, Jr.

   30,355,877    5,061,665    5,889,970

Timothy J. Conway

   34,486,363    931,179    5,889,970

Bradley E. Cooper

   30,373,392    5,044,150    5,889,970

Brian L.P. Fallon

   30,353,777    5,063,765    5,889,970

Frank R. Noonan

   30,356,577    5,060,965    5,889,970

Maureen P. O’Hara

   34,463,067    954,475    5,889,970

Peter A. Schmidt-Fellner

   34,385,887    1,031,655    5,889,970

Richard E. Thornburgh

   34,493,920    923,622    5,889,970

(2) Approval of the Amendment to the Amended and Restated 2006 Incentive Plan:








Broker Non-Votes


  8,347,460   15,911   5,889,970

(3) Approval of the Grant to the Board of Directors the Discretionary Authority to Effect a Reverse Stock Split:








Broker Non-Votes


  5,533,882   1,382,078   5

(4) Ratification of the Appointment of KPMG LLP as NewStar’s Independent Registered Public Accounting Firm for the 2010 Fiscal Year:








Broker Non-Votes


  121,423   1,333   0


Item 9.01 Financial Statements and Exhibits.


  (d) Exhibits


10.1    Amended and Restated 2006 Incentive Plan, as amended.


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 14, 2010     By:   /S/    JOHN K. BRAY        
      John K. Bray
      Chief Financial Officer






10.1    Amended and Restated 2006 Incentive Plan, as amended.