false
0001551901
0001551901
2026-06-16
2026-06-16
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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, 2026 (June 16, 2026)
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) |
|
(IRS 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
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 class |
Trading
Symbol(s) |
Name of each
exchange on which registered |
| Common
Stock, par value $0.001 per share |
SCM |
New
York Stock Exchange |
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. ¨
Item 5.07 Submission of Matters
to a Vote of Security Holders.
Stellus Capital Investment Corporation (the “Company”)
held its Annual Meeting of Stockholders on June 16, 2026 (the “Annual Meeting”). At the Annual Meeting, the Company submitted
two proposals to the vote of the stockholders, which are described in detail in the Company’s proxy statement dated April 16,
2026. As of April 15, 2026, the record date for the Annual Meeting, 28,947,255 shares of common stock were eligible to be voted.
On June 16, 2026, the proposals were submitted
to the vote of the stockholders. Of the shares eligible to be voted, 15,974,326 were voted in person or by proxy in connection with the
proposals.
Each of the proposals submitted to a vote of the
stockholders of the Company at the Annual Meeting was approved as follows:
Proposal 1: Election of Director
The Company’s stockholders
elected Bruce R. Bilger as director to serve for a three year term, or until his successor is duly elected and qualified. The following
votes were taken in connection with this proposal:
| Nominee | |
Total Votes For | |
Total Votes Withheld |
| Bruce R. Bilger | |
13,650,012 | |
2,122,882 |
Proposal 2: Approval of the New Investment Advisory Agreement
The proposal to approve a new investment advisory
agreement between the Company and Stellus Capital Management, LLC was approved. The following votes were taken in connection with this
proposal:
| | |
Votes For | |
Votes Against | |
Abstentions |
| All Stockholders | |
14,244,374 | |
721,794 | |
806,722 |
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 17, 2026 |
Stellus Capital Investment Corporation |
| |
|
| |
By: |
/s/ W. Todd
Huskinson |
| |
|
Name: W. Todd Huskinson |
| |
|
Title: Chief Financial Officer |