0001628280-21-010575.txt : 20210518 0001628280-21-010575.hdr.sgml : 20210518 20210518122959 ACCESSION NUMBER: 0001628280-21-010575 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210517 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20210518 DATE AS OF CHANGE: 20210518 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Nuveen Churchill Direct Lending Corp. CENTRAL INDEX KEY: 0001737924 IRS NUMBER: 000000000 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 814-01338 FILM NUMBER: 21935175 BUSINESS ADDRESS: STREET 1: 430 PARK AVENUE STREET 2: 14TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 207-2003 MAIL ADDRESS: STREET 1: 430 PARK AVENUE STREET 2: 14TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: Nuveen Churchill BDC INC. DATE OF NAME CHANGE: 20191230 FORMER COMPANY: FORMER CONFORMED NAME: Nuveen Churchill BDC LLC DATE OF NAME CHANGE: 20180418 8-K 1 nuveenchurchilldirectlendi.htm 8-K Document

 
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 17, 2021
 
Nuveen Churchill Direct Lending Corp.
(Exact name of registrant as specified in its charter)
 
Maryland 000-56133 84-3613224
(State or Other Jurisdiction
of Incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
         
430 Park Avenue, 14th Floor, New York, NY
 10022
(Address of Principal Executive Offices) (Zip Code)
  
Registrant’s telephone number, including area code: (212) 207-2003
 
Not Applicable
(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))
 
Securities registered pursuant to Section 12(b) of the Act:
  
Title of each class Trading Symbol(s) Name of each exchange on which registered
None N/A N/A
Indicate by check mark whether the registrant 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 Exchange Act of 1934 (17 CFR §240.12b-2).
 
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 17, 2021, Nuveen Churchill Direct Lending Corp. (the “Company”) held its virtual 2021 annual meeting of shareholders (the “Annual Meeting”). Shareholders of record at the close of business on March 18, 2021 (the “Record Date”) were entitled to vote at the Annual Meeting. As of the Record Date, there were 9,201,271 shares of common stock outstanding and entitled to vote. A quorum consisting of 5,976,108 shares of common stock of the Company were present or represented by proxy at the Annual Meeting.

The Company’s shareholders voted on and approved one proposal at the Annual Meeting. The final voting results from the Annual Meeting were as follows:

Proposal 1 – Election of Three Class I 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 5, 2021, were elected to serve as Class I directors of the Company until the 2024 annual meeting of shareholders and until their respective successors are duly elected and qualified. The following votes were taken in connection with this proposal:

DirectorVotes ForVotes Withheld
Michael Perry5,974,5111,597
David Kirchheimer5,976,108(0)
Kenneth Miranda5,976,108(0)



                    






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: May 18, 2021By:/s/ Kenneth J. Kencel
  
Kenneth J. Kencel
Chief Executive Officer and President