false
0001509470
0001509470
2026-06-12
2026-06-12
0001509470
SSSS:CommonStockParValue0.01PerShareMember
2026-06-12
2026-06-12
0001509470
SSSS:Sec6.00NotesDue2026Member
2026-06-12
2026-06-12
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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):
June
12, 2026 (June 10, 2026)
SURO
CAPITAL CORP.
(Exact
name of registrant as specified in its charter)
| Maryland |
|
1-35156 |
|
27-4443543 |
(State
or other jurisdiction of
incorporation) |
|
(Commission
File
Number) |
|
(I.R.S. Employer
Identification No.) |
640
Fifth Avenue
12th
Floor
New
York, NY 10019
(Address
of principal executive offices and zip code)
Registrant’s
telephone number, including area code: (212) 931-6331
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 class: |
|
Trading
symbol(s): |
|
Name
of each exchange on which registered: |
| Common
Stock, par value $0.01 per share |
|
SSSS |
|
The
Nasdaq Global Select Market |
| 6.00%
Notes due 2026 |
|
SSSSL |
|
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 ☐
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. |
Annual
Meeting of Stockholders
On
June 10, 2026, SuRo Capital Corp. (the “Company”) held its 2026 annual meeting of stockholders (the “Annual Meeting”).
At the Annual Meeting, the Company’s stockholders voted on the following three proposals and cast their votes as described below.
| |
1. |
A
proposal to re-elect two members to the board of directors of the Company (the “Board”), Mark D. Klein and Lisa Westley,
each of whom will serve for a term of three years expiring at the 2029 annual meeting of stockholders or until their respective successors
are duly elected and qualified, as described in the Company’s proxy materials for the Annual Meeting. This proposal was approved
by the Company’s stockholders based on the following votes taken in connection therewith: |
| Director | |
For | | |
Withheld | | |
Broker
Non-Votes | |
| Mark D. Klein | |
| 7,850,734 | | |
| 1,129,175 | | |
| 9,410,604 | |
| Lisa Westley | |
| 7,903,689 | | |
| 1,076,220 | | |
| 9,410,604 | |
| |
2. |
A
proposal to approve, on an advisory basis, the compensation of the Company’s named executive officers, as described in the
Company’s proxy materials for the Annual Meeting. This proposal was approved by the Company’s stockholders based on the
following votes taken in connection therewith: |
| For | | |
Against | | |
Abstain | | |
Broker Non-Votes | |
| 8,178,480 | | |
| 619,616 | | |
| 181,813 | | |
| 9,410,604 | |
| |
3. |
A
proposal to ratify the selection of CBIZ CPAs P.C. to serve as the Company’s independent registered public accounting firm
for the fiscal year ending December 31, 2026, as described in the Company’s proxy materials for the Annual Meeting. This proposal
was approved by the Company’s stockholders based on the following votes taken in connection therewith: |
| For | | |
Against | | |
Abstain | |
| 17,828,560 | | |
| 337,488 | | |
| 224,465 | |
Special
Meeting of Stockholders
On
April 2, 2026, the Board, including all of the directors who are not “interested persons” of the Company, as such term is
defined in Section 2(a)(19) of the Investment Company Act of 1940, unanimously approved the Company’s transition from an internally
managed business development company to an externally managed structure (the “Externalization”), and the related Investment
Advisory Agreement (the “Advisory Agreement”), by and between the Company and Neostellar Advisors LLC (the “Adviser”),
appointing the Adviser as the Company’s investment adviser, subject to the approval of the Advisory Agreement by the Company’s
stockholders.
On
June 10, 2026, the Company held a special meeting of stockholders (the “Special Meeting”). At the Special Meeting, the Company’s
stockholders voted on the following proposal and cast their votes as described below.
| |
1. |
A
proposal to approve the Advisory Agreement pursuant to which the Adviser would be appointed as the investment adviser of the Company,
as described in the Company’s proxy materials for the Special Meeting. This proposal was approved by the Company’s stockholders
based on the following votes taken in connection therewith: |
| For | | |
Against | | |
Abstain | |
| 11,929,634 | | |
| 1,328,834 | | |
| 166,774 | |
The
Advisory Agreement will become effective upon the consummation of the Externalization, which is expected to occur on or
about July 1, 2026.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
| Date:
June 12, 2026 |
SURO
CAPITAL CORP. |
| |
|
| |
By: |
/s/
Allison Green |
| |
|
Allison
Green
Chief Financial Officer, Treasurer and Corporate Secretary |
