NewStar Financial, Inc. - FORM 8-K

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

May 9, 2012

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)

(Commission

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)

N/A

(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 9, 2012, we held our 2012 Annual Meeting of Stockholders. Only stockholders of record as of the close of business on April 2, 2012 were entitled to vote at the 2012 Annual Meeting. As of April 2, 2012, 49,316,210 shares of common stock were outstanding and entitled to vote at the 2012 Annual Meeting. At the 2012 Annual Meeting, 43,795,852 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 our definitive proxy statement filed with the Securities and Exchange Common on April 6, 2012 (the “Proxy”) were before the meeting, and received the following votes:

Proposal 1: Election of Eight Directors to Serve until the 2013 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		34,467,643		105,449		9,222,760
Timothy J. Conway		34,462,346		110,746		9,222,760
Bradley E. Cooper		34,546,677		26,415		9,222,760
Brian L.P. Fallon		34,406,053		167,039		9,222,760
Frank R. Noonan		34,406,053		167,039		9,222,760
Maureen P. O’Hara		34,488,052		85,040		9,222,760
Peter A. Schmidt-Fellner		34,555,368		17,724		9,222,760
Richard E. Thornburgh		34,495,916		77,176		9,222,760

Proposal 2: Ratification of the appointment of KPMG LLP as NewStar’s Independent Registered Public Accounting Firm for the 2012 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, 2012.


For	Against	Abstain	Broker Non-Votes
43,504,889	290,513	450	—

SIGNATURES

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.


	NEWSTAR FINANCIAL INC.

Date: May 11, 2012	By:	/s/ John K. Bray
		John K. Bray
		Chief Financial Officer

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NewStar Financial, Inc. - FORM 8-K - May 11, 2012

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