TCG BDC Inc. announced that William Hendry, independent director and chairman of its audit committee, died Sept. 28.
After Hendry's death, the size of the company's board has been reduced to four members, two of whom are independent directors, and the audit committee has been reduced to two members. As a result, the company is no longer compliant with listing rules that require a Nasdaq-listed company to have a board composed mainly of independent directors and an audit committee that has at least three independent directors.
The company notified Nasdaq of Hendry's death and the resulting noncompliance with the Nasdaq listing rules. Acknowledging the noncompliance, Nasdaq will provide the company with a cure period to regain compliance until the earlier of the company's next annual shareholders meeting or Sept. 29, 2018, or if the next annual shareholders meeting is held before March 28, 2018, then the company must evidence compliance no later than March 28, 2018.
TCG BDC's board expects to appoint a new independent director to serve on the board and the audit committee before the expiration of the cure period.