Monroe Capital Gets Green Light for Strategic Stock Sales Despite Trading Below Book Value

Rhea-AI Filing Summary

Monroe Capital Corporation (MRCC) held its 2025 virtual annual meeting on June 17, 2025, where stockholders voted on two key proposals:

Proposal 1 - Director Elections: Stockholders elected two Class I directors to serve until 2028:

• Thomas J. Allison: Received 8,906,506 votes in favor, 2,345,703 withheld
• Robert S. Rubin: Received 9,118,542 votes in favor, 2,133,667 withheld

Proposal 2 - Below NAV Stock Sales: Shareholders approved the company's proposal to sell shares below net asset value over the next twelve months, subject to Board approval. The measure passed with:

• Including affiliate shares: 8,793,403 for, 2,036,074 against
• Excluding affiliate shares: 7,979,467 for, 2,036,074 against

Positive

• Stockholders approved flexibility for the company to sell shares below NAV, providing additional capital raising options for the next 12 months
• Strong shareholder support for board nominees with Thomas J. Allison receiving 79.2% and Robert S. Rubin receiving 81.0% of votes cast

Negative

• Authorization to sell shares below NAV suggests potential future dilution for existing shareholders
• Significant minority opposition to director nominees with over 20% withhold votes indicating some shareholder dissatisfaction

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Understanding 8-K Material Events →

false000151293100015129312025-06-172025-06-17

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): June 17, 2025

______________________________________________________________________

Monroe Capital Corporation

(Exact name of registrant as specified in its charter)

______________________________________________________________________

Maryland

814-00866

27-4895840

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

311 South Wacker Drive, Suite 6400, Chicago, IL						60606
(Address of principal executive offices)						(Zip Code)

Registrant’s telephone number, including area code: (312) 258-8300

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):

o			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o			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

Common Stock, par value $0.001 per share

MRCC

The Nasdaq Global Select Market

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 o

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. o

Item 5.07. Submission of Matters to a Vote of Security Holders

On June 17, 2025, Monroe Capital Corporation (the “Company”) held its 2025 virtual annual meeting of stockholders (the “Annual Meeting”) to consider Proposals 1 and 2 as described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 21, 2025 (the “Proxy Statement”). A summary of the matters voted upon by stockholders is set forth below.

Proposal 1—Election of Class I Directors

Thomas J. Allison and Robert S. Rubin were elected at the Annual Meeting as Class I directors to serve until the Company’s 2028 annual meeting of stockholders or until his respective successor is duly elected and qualified.

The following votes were taken in connection with this proposal:

						For						Withheld						Broker Non-Vote
Thomas J. Allison						8,906,506						2,345,703						0
Robert S. Rubin						9,118,542						2,133,667						0

Proposal 2—Approval to Sell Shares of Common Stock Below Net Asset Value

The Company’s stockholders approved a proposal to authorize flexibility for the Company, subject to the approval of its Board of Directors, to sell shares of its common stock or warrants, options or rights to acquire its common stock during the next twelve months at a price below the Company’s then-current net asset value per share, subject to certain conditions as set forth in the Proxy Statement. The following votes were taken in connection with this proposal:

						For						Against						Abstain						Broker Non-Vote
With Affiliate Shares						8,793,403						2,036,074						422,732						0
Without Affiliate Shares						7,979,467						2,036,074						422,732						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.

			MONROE CAPITAL CORPORATION
Date: June 24, 2025			By:			/s/ Lewis W. Solimene, Jr.
			Name:			Lewis W. Solimene, Jr.
			Title:			Chief Financial Officer and Chief Investment Officer

FAQ

What were the voting results for MRCC's director elections at the June 2025 annual meeting?

At MRCC's 2025 annual meeting, two Class I directors were elected: Thomas J. Allison received 8,906,506 votes in favor and 2,345,703 withheld votes, while Robert S. Rubin received 9,118,542 votes in favor and 2,133,667 withheld votes. Both directors will serve until the 2028 annual meeting.

Did MRCC shareholders approve selling shares below NAV in 2025?

Yes, MRCC shareholders approved the proposal to sell shares below NAV. Including affiliate shares, the proposal received 8,793,403 votes in favor, 2,036,074 against, and 422,732 abstentions. Without affiliate shares, it received 7,979,467 votes in favor, maintaining majority approval.

When was MRCC's 2025 annual shareholder meeting held?

Monroe Capital Corporation (MRCC) held its 2025 virtual annual meeting of stockholders on June 17, 2025, where shareholders voted on two key proposals detailed in the company's proxy statement from April 21, 2025.

What proposals did MRCC shareholders vote on at the 2025 annual meeting?

MRCC shareholders voted on two proposals at the 2025 annual meeting: 1) The election of Class I Directors Thomas J. Allison and Robert S. Rubin, and 2) Approval to sell shares of common stock below Net Asset Value, subject to certain conditions and Board approval, for the next twelve months.