Summary of MEDLEY CAPITAL CORP

Submission of Matters to a Vote of Security Holders, Financial Statements and

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

On February 12, 2013, Medley Capital Corporation (the "Company") held its Annual Meeting of Stockholders (the "Annual Meeting"). The following three proposals were voted on at the meeting: (1) the election of Seth Taube and Arthur S. Ainsberg as Class II directors to serve until the Company's 2016 Annual Meeting of Stockholders; (2) the ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm the fiscal year ending September 30, 2013; and (3) the authorization for the Company to sell shares of its common stock at a price or prices below the Company's then current net asset value per share in one or more offerings, subject to certain conditions as set forth in the proxy statement (including, without limitation, that the number of shares issued does not exceed 25% of the Company's then outstanding common stock, at a price below, but no more than 20% below, its then current net asset value).

Stockholders of record at the close of business on January 14, 2013, were entitled to vote at the Annual Meeting. As of January 14, 2013, there were 28,662,049 shares of common shared outstanding and entitled to vote. A quorum consisting of 21,572,732 shares of common stock of the Company were present or represented at the Annual Meeting.

The final voting results for each of the remaining proposals submitted to a vote of stockholders at the Annual Meeting are set forth below. Both such proposals were approved by the requisite vote. The Company has issued a press release announcing the results of the Annual Meeting, which is included as Exhibit 99.1 to this Form 8-K.

The Annual Meeting was adjourned until 10:00 a.m. Eastern Time on March 7, 2013, in order to provide additional time to solicit proxies for Proposal Number 3, the approval to authorize the Company to sell shares of its common stock at a price below the then current net asset value per share.

Proposal 1. The election of Seth Taube and Arthur S. Ainsberg as Class II directors to serve until the Company's 2016 Annual Meeting of Stockholders:

Director Nominee Votes For Votes Witheld Broker Non-Votes Seth Taube 11,431,936 2,971,077 7,169,719

Arthur S. Ainsberg 14,062,635 340,378 7,169,719

Proposal 2. The ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm the fiscal year ending September 30, 2013:

Votes For Votes Against Abstain 21,166,558 325,745 80,429