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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 28, 2024
 
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.)
         
375 Park Avenue, 9th Floor, New York, NY
10152
(Address of Principal Executive Offices)
(Zip Code)
 
 
Registrant’s telephone number, including area code: (212) 478-9200


 
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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.01NCDLNYSE

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 þ
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 28, 2024, Nuveen Churchill Direct Lending Corp. (the “Company”) held its virtual 2024 annual meeting of shareholders (the “Annual Meeting”). Shareholders of record at the close of business on March 28, 2024 (the “Record Date”) were entitled to vote at the Annual Meeting. As of the Record Date, there were 54,815,740 shares of common stock outstanding and entitled to vote. A quorum consisting of 32,556,713 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 15, 2024, were elected to serve as Class I directors of the Company until the 2027 annual meeting of shareholders and until their respective successor is duly elected and qualified. The following votes were taken in connection with this proposal:

DirectorVotes ForVotes Withheld
Michael Perry27,969,4084,587,305
David Kirchheimer28,072,2954,484,418
Kenneth Miranda28,072,2954,484,418













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: June 3, 2024
By:
/s/ Kenneth J. Kencel
Name:Kenneth J. Kencel
Title:Chief Executive Officer and President

v3.24.1.1.u2
Cover
May 28, 2024
Entity Addresses [Line Items]  
Document Type 8-K
Document Period End Date May 28, 2024
Entity Registrant Name Nuveen Churchill Direct Lending Corp.
Entity Incorporation, State or Country Code MD
Entity File Number 000-56133
Entity Tax Identification Number 84-3613224
Entity Address, Address Line One 375 Park Avenue
Entity Address, Address Line Two 9th Floor
Entity Address, City or Town New York
Entity Address, State or Province NY
Entity Address, Postal Zip Code 10152
City Area Code 212
Local Phone Number 478-9200
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, par value $0.01
Trading Symbol NCDL
Security Exchange Name NYSE
Entity Emerging Growth Company true
Entity Ex Transition Period false
Entity Central Index Key 0001737924
Amendment Flag false
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