8-K

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):  April 15, 2021

EAGLE CAPITAL GROWTH FUND, INC.

(Exact name of registrant as specified in its charter)

MARYLAND	811-05807	31-1274796
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

225 EAST MASON STREET, SUITE 802, MILWAUKEE, WI 53202-3657

(Address of Principal Executive Offices)	(Zip Code)
Registrant’s telephone number, including area code:	(414) 765-1107

N/A

(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 (see General Instruction A.2. below):

☐ 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© under the Exchange Act (17 CFR 240.13e-4©)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value	GRF	NYSE American

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.   ☐

Section 5 - Corporate Governance and Management

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

At its regular Board meeting held on April 15, 2021, the Board of Directors of Eagle Capital Growth Fund, Inc. (“Fund”) voted to add Jason W. Allen to the Board, effective immediately.

Director Allen was added as a Class I director, with a term that expires at the Fund’s Annual Meeting in April of 2023.

Item 9.01 Financial Statements and Exhibits

Exhibit	Description
Exhibit 99.1	Press Release of Eagle Capital Growth Fund, dated April 15, 2021

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.

Dated:  April 16, 2021

By:	/s/ Luke E. Sims
Luke E. Sims, President and Chief Executive Officer

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

EAGLE CAPITAL GROWTH FUND ELECTS NEW DIRECTOR JASON W. ALLEN, AND BIDS FAREWELL TO RETIRING DIRECTOR PEGGY L. SCHMELTZ

MILWAUKEE, WI (April 15, 2021)--- Eagle Capital Growth Fund, Inc. (“Fund”) (NYSE American: GRF) announced that the Board, at its Board meeting today, elected Jason W. Allen as a Director.   Jason is a partner with Foley & Lardner LLP (an international law firm) in its Milwaukee office.

Mr. Allen is a corporate lawyer with specialties in mergers & acquisitions and capital markets transactions, including project financing (particularly in the renewable energy sector).  Mr. Allen holds undergraduate degrees in business and economics from San Jose State University, and received his law degree (J.D.) from the University of Wisconsin Law School.

Mr. Allen was added as a Director in Class I, with a term that expires at the Fund’s Annual Meeting in April of 2023.

The Fund reluctantly went along with Director Peggy L. Schmeltz’s decision to retire from the Board as of its recent Annual Meeting.   Ms. Schmeltz has served as a Director of the Fund since its inception in 1989, and has been a terrific asset to the Fund during that 32-year period.   Director Schmeltz intends to devote her time to her extensive family, and her work with her alma mater, Bowling Green State University.   The Fund wishes Peggy Schmeltz continued good health in a well-deserved retirement.

The Fund is a closed-end investment company that invests primarily in high quality growth companies. To learn more about the Fund, please go the Fund’s website:  www.eaglecapitalgrowthfund.com

If you have a question about the Fund, please contact David C. Sims, the Fund’s Chief Financial Officer and Chief Compliance Officer, at (414) 765-1107, or by e-mail to: dave@simscapital.com

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