Stellus Capital Stockholders Approve Blue Owl Merger

TL;DR

Stellus Capital shareholders said YES to the Blue Owl merger!

AI Summary

Stellus Capital Investment Corp. announced on June 20, 2024, that its stockholders voted to approve the issuance of common stock in connection with a proposed merger with a subsidiary of Blue Owl Capital Inc. The merger agreement was previously announced on April 29, 2024, and is expected to close in the third quarter of 2024, subject to customary closing conditions.

Why It Matters

This shareholder approval is a critical step towards the completion of the merger, which will significantly alter Stellus Capital's corporate structure and potentially its investment strategy.

Risk Assessment

Risk Level: medium — While shareholder approval is a major hurdle cleared, the merger is still subject to closing conditions and regulatory approvals, introducing ongoing risk.

Key Players & Entities

• Stellus Capital Investment Corp. (company) — Registrant
• Blue Owl Capital Inc. (company) — Acquiring entity's parent company
• June 20, 2024 (date) — Date of report and earliest event
• April 29, 2024 (date) — Date of initial merger announcement
• Third quarter of 2024 (date) — Expected closing period for the merger

FAQ

Key Financial Figures

• $0.001 — ch registered Common Stock, par value $0.001 per share SCM New York Stock Exchange

Filing Documents

• tm2418069d1_8k.htm (8-K) — 31KB
• 0001104659-24-074345.txt ( ) — 201KB
• scm-20240620.xsd (EX-101.SCH) — 3KB
• scm-20240620_lab.xml (EX-101.LAB) — 33KB
• scm-20240620_pre.xml (EX-101.PRE) — 22KB
• tm2418069d1_8k_htm.xml (XML) — 4KB

07 Submission of Matters

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 June 20, 2024 (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 24, 2024. As of April 22, 2024, the record date for the Annual Meeting, 24,125,642 shares of common stock were eligible to be voted. On June 20, 2024, the proposals were submitted to the vote of the shareholders. Of the shares eligible to be voted, 13,850,019 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 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 Robert T. Ladd 13,269,460 580,559 J. Tim Arnoult 12,274,784 1,575,234 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 10,552,051 2,742,442 555,512 Votes For Votes Against Abstentions Shareholders Without Affiliates 9,425,879 2,742,442 555,512

SIGNATURES

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 24, 2024 Stellus Capital Investment Corporation By: /s/ W. Todd Huskinson Name: W. Todd Huskinson Title: Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR