Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934


Date of report (Date of earliest event reported): June 26, 2020 (June 25, 2020)


Stellus Capital Investment Corporation

(Exact Name of Registrant as Specified in Charter)


 Maryland   814-00971   46-0937320

(State or Other Jurisdiction

of Incorporation)



File Number)


(I.R.S. Employer

Identification No.)

4400 Post Oak Parkway, Suite 2200
Houston, Texas
(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 communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
  ¨ Pre-commencement communication 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

5.75% Notes Due 2022



New York Stock Exchange

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 (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.


Stellus Capital Investment Corporation (the “Company”) held its Annual Meeting of Shareholders on June 25, 2020 (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 17, 2020. As of April 3, 2020, the record date for the Annual Meeting, 19,474,248 shares of common stock were eligible to be voted.


On June 25, 2020, the proposals were submitted to the vote of the shareholders. Of the shares eligible to be voted, 11,448,060 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 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   9,829,079    1,618,981 


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   8,928,254    2,202,796    317,001 


   Votes For   Votes Against   Abstentions 
Shareholders Without Affiliates   7,628,231    2,202,796    317,001 







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 26, 2020 Stellus Capital Investment Corporation
  By:  /s/ W. Todd Huskinson
    Name: W. Todd Huskinson
    Title: Chief Financial Officer