8-K
Stellus Capital Investment Corp (SCM)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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):**June 25, 2021 (June 24, 2021)
Stellus Capital Investment Corporation
(Exact Name of Registrant as Specified in Charter)
| Maryland | 814-00971 | 46-0937320 |
|---|---|---|
| (State or Other Jurisdiction<br><br> <br>of Incorporation) | (Commission<br><br> <br>File Number) | (I.R.S. Employer<br><br> <br>Identification No.) |
| 4400 Post Oak Parkway, Suite 2200<br><br>Houston, Texas | 77027 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s Telephone Number, IncludingArea Code: (713) 292-5400
Not applicable
(Former Name or Former Address, if Changed SinceLast 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 (see General Instruction A.2. below):
| ¨ | Written communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| --- | --- | |
| ¨ | Pre-commencement communication 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: | ||
| --- | --- | --- |
| ****<br><br> <br>Title of each class | ****<br><br> <br>Trading Symbol(s) | ****<br><br> <br>Name of each exchange on which registered |
| Common Stock, par value $0.001 per share | SCM | New York Stock Exchange |
| Indicate by check mark whether the registrant<br> is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities<br> Exchange Act of 1934 (17 CFR §240.12b-2).<br><br> <br><br><br> <br>Emerging<br> growth company ¨<br><br> <br><br><br> <br>If<br> an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying<br> with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨ | ||
| --- |
Item 5.07 Submission of Mattersto a Vote of Security Holders.
Stellus Capital Investment Corporation (the “Company”) held its Annual Meeting of Shareholders on June 24, 2021 (the “Annual Meeting”). At the Annual Meeting, the Company submitted two proposals to the vote of the shareholders, which are described in detail in the Company’s proxy statement dated April 23, 2021. As of April 5, 2021, the record date for the Annual Meeting, 19,486,003 shares of common stock were eligible to be voted.
On June 24, 2021, the proposals were submitted to the vote of the shareholders. Of the shares eligible to be voted, 12,006,935 were voted in person or by proxy in connection with the proposals.
Each of the proposals submitted to a vote of the shareholders of the Company at the Annual Meeting was approved as follows:
Proposal 1: Election of Directors
The Company’s shareholders elected Robert T. Ladd and J. Tim Arnoult as directors to serve for a three year term, or until their successors are duly elected and qualified. The following votes were taken in connection with this proposal:
| Nominee | Total Votes For | Total Votes Withheld |
|---|---|---|
| Robert T. Ladd | 11,585,495 | 421,440 |
| J. Tim Arnoult | 10,669,662 | 1,337,273 |
Proposal 2: Issuance of Shares Below Net Asset Value
The proposal to authorize the Company, with the approval of the Board, to sell or otherwise issue up to 25% of the Company’s outstanding common stock at an offering price that is below the Company’s then current NAV per share was approved. The following votes were taken in connection with this proposal:
| Votes For | Votes Against | Abstentions | |
|---|---|---|---|
| All Shareholders | 10,128,716 | 1,578,025 | 300,190 |
| Votes For | Votes Against | Abstentions | |
| --- | --- | --- | --- |
| Shareholders Without Affiliates | 9,081,690 | 1,578,025 | 300,190 |
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.
| Date: June 25, 2021 | Stellus Capital Investment Corporation | ||
|---|---|---|---|
| By: | /s/ W. Todd Huskinson | ||
| Name: | W. Todd Huskinson | ||
| Title: | Chief Financial Officer |