Nuveen Churchill Direct Lending Corp. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
$NCDL
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
Date of Report (Date of earliest event reported): May 29, 2025
(Exact name of registrant as specified in its charter)
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
(Address of Principal Executive Offices) | (Zip Code) | |||||||
Registrant’s telephone number, including area code: (212 ) 478-9200
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)) | ||||||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.07 | Submission of Matters to a Vote of Security Holders. | ||||
Results of Annual Meeting of Shareholders
On May 29, 2025, Nuveen Churchill Direct Lending Corp. (the “Company”) held its virtual 2025 annual meeting of shareholders (the “Annual Meeting”). Shareholders of record at the close of business on March 31, 2025 (the “Record Date”) were entitled to vote at the Annual Meeting. As of the Record Date, there were 51,217,252 shares of common stock outstanding and entitled to vote. A quorum consisting of 28,557,074 shares of common stock of the Company were present or represented by proxy at the Annual Meeting. The final voting results from the Annual Meeting were as follows:
Proposal 1 – Election of Class II directors
The following individuals, constituting all the director nominees named in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 11, 2025, were elected to serve as Class II directors of the Company’s board of directors (the “Board”) until the 2028 annual meeting of shareholders or until their respective successor is duly elected and qualified. The following votes were taken in connection with this proposal:
| Director | Votes For | Votes Withheld | ||||||||||||
| Reena Aggarwal | 25,743,860 | 2,813,214 | ||||||||||||
| James Ritchie | 25,750,097 | 2,806,977 | ||||||||||||
Proposal 2 – The proposal to authorize the Company, subject to the approval of the Board, to sell or otherwise issue shares of its common stock during the next year at a price below the Company’s then current net asset value per share, subject to certain conditions as set forth in the proxy statement
As set forth below, an insufficient number of votes was received with respect to this proposal and therefore this proposal did not pass:
All shareholders:
| Votes For | Votes Against | Votes Withheld | Broker Non-Votes | |||||||||||||||||
| 20,311,635 | 8,031,531 | 213,908 | — | |||||||||||||||||
All shareholders excluding shares held by affiliated persons:
| Votes For | Votes Against | Votes Withheld | Broker Non-Votes | |||||||||||||||||
| 9,514,843 | 8,031,531 | 213,908 | — | |||||||||||||||||
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.
NUVEEN CHURCHILL DIRECT LENDING CORP. | |||||||||||
Date: June 4, 2025 | By: | /s/ Kenneth J. Kencel | |||||||||
| Name: | Kenneth J. Kencel | ||||||||||
| Title: | Chief Executive Officer and President | ||||||||||