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): May 25, 2017 (May 24, 2017)
Stellus Capital Investment Corporation
(Exact Name of Registrant as Specified in Charter)
| Maryland | 814-00971 | 46-0937320 | ||
|
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) | ||
| 4400 Post Oak Parkway, Suite 2200 Houston, Texas |
77027 | |||
| (Address of Principal Executive Offices) | (Zip Code) | |||
Registrant’s Telephone Number, Including Area Code: (713) 292-5400
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 (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)) | |
|
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 x
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.
Stellus Capital Investment Corporation (the “Company”) held its Annual Meeting of Shareholders on May 24, 2017 (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 10, 2017. As of April 5, 2017, the record date for the Annual Meeting, 12,479,959 shares of common stock were eligible to be voted.
On May 24, 2017, the proposals were submitted to the vote of the shareholders. Of the shares eligible to be voted, 7,574,687 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 Joshua T. Davis, and Bruce R. Bilger as directors to each 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 |
| Joshua T. Davis | 6,762,039 | 380,579 |
| Bruce R. Bilger | 5,965,859 | 1,176,759 |
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 Stockholders | 6,182,974 | 580,053 | 379,587 |
| All Stockholders Excluding Affiliates* | 5,007,724 | 580,053 | 379,587 |
* Of the 12,479,959 shares of the Company’s common stock eligible to vote as of the record date for the Annual Meeting, 11,304,709 shares of the Company’s common stock were held by persons or entities not affiliated with the Company.
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: May 25, 2017 | Stellus Capital Investment Corporation |
| By: /s/ W. Todd Huskinson | |
| Name: W. Todd Huskinson | |
| Title: Chief Financial Officer |