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Nuveen Churchill Direct Lending (NYSE: NCDL) reports 2026 director election vote tallies

(Moderate)
(Negative)
Form Type
8-K

Rhea-AI Filing Summary

Nuveen Churchill Direct Lending Corp. reported the results of its 2026 virtual annual meeting of shareholders. Shareholders of record as of March 31, 2026 could vote, with 49,387,065 shares of common stock outstanding and entitled to vote.

A quorum of 25,732,027 shares was present or represented by proxy, allowing business to be conducted. Shareholders elected Class III directors to serve until the 2029 annual meeting. Kenneth Kencel received 25,473,474 votes for and 258,553 votes withheld, while Stephen Potter received 23,945,683 votes for and 1,786,344 votes withheld.

Positive

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Negative

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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.
Shares outstanding entitled to vote 49,387,065 shares Common stock outstanding and entitled to vote as of March 31, 2026
Quorum shares present or by proxy 25,732,027 shares Shares represented at 2026 annual meeting
Votes for Kenneth Kencel 25,473,474 votes Election as Class III director
Votes withheld Kenneth Kencel 258,553 votes Election as Class III director
Votes for Stephen Potter 23,945,683 votes Election as Class III director
Votes withheld Stephen Potter 1,786,344 votes Election as Class III director
Annual Meeting regulatory
"held its virtual 2026 annual meeting of shareholders (the “Annual Meeting”)"
A company's annual meeting is a yearly gathering where owners (shareholders) and the board review performance, ask questions, and vote on key matters like electing directors, approving auditor choices, and sometimes setting pay or dividend policies. For investors it matters because decisions made and votes cast can change who runs the company, influence strategy and payouts, and affect the value or direction of their investment—similar to a homeowners’ meeting where rules and leaders that shape your property’s value are decided.
Record Date regulatory
"Shareholders of record at the close of business on March 31, 2026 (the “Record Date”)"
The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.
quorum regulatory
"A quorum consisting of 25,732,027 shares of common stock of the Company were present"
A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.
Class III directors regulatory
"were elected to serve as Class III directors of the Company until the 2029 annual meeting"
Class III directors are members of a company’s board assigned to one of several staggered term groups, so only that class faces election in a particular year while other classes stay in place. For investors this affects corporate control and takeover risk because staggered elections make it slower and harder for an outside group to replace a majority of directors quickly—think of it as a rotating schedule for board seats that provides continuity but can also entrench existing leadership.
definitive proxy statement regulatory
"director nominees named in the Company’s definitive proxy statement on Schedule 14A"
A Definitive Proxy Statement is a detailed document that a company sends to its shareholders before a big meeting, like voting on important decisions. It explains what's being voted on and gives important information so shareholders can make informed choices. It matters because it helps shareholders understand and participate in key company decisions.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What did Nuveen Churchill Direct Lending Corp. (NCDL) disclose in this 8-K?

Nuveen Churchill Direct Lending Corp. disclosed the final voting results of its 2026 annual shareholder meeting. The filing details quorum levels and the election of Class III directors, including vote counts for each nominee and their terms through the 2029 annual meeting.

How many NCDL shares were eligible to vote at the 2026 annual meeting?

A total of 49,387,065 shares of NCDL common stock were outstanding and entitled to vote as of March 31, 2026. This figure represents all voting-eligible common shares on the record date used to determine which shareholders could participate in the meeting.

What quorum was present at Nuveen Churchill Direct Lending’s 2026 annual meeting?

The meeting achieved a quorum with 25,732,027 shares of common stock present or represented by proxy. This level of participation satisfied the company’s requirements to conduct official business, including the election of directors, at the annual meeting.

Which directors were elected at NCDL’s 2026 annual shareholder meeting?

Shareholders elected Kenneth Kencel and Stephen Potter as Class III directors. They will serve until the 2029 annual meeting of shareholders, or until their respective successors are duly elected and qualified according to the company’s governance framework.

What were the vote totals for NCDL director Kenneth Kencel?

Director nominee Kenneth Kencel received 25,473,474 votes for his election and 258,553 votes withheld. These results confirm strong shareholder support for his continued service as a Class III director through the 2029 annual meeting term.

What were the vote totals for NCDL director Stephen Potter?

Stephen Potter received 23,945,683 votes for and 1,786,344 votes withheld in the director election. These results show shareholders approved his election as a Class III director, with his term extending until the 2029 annual meeting of shareholders.
0001737924FALSE00017379242026-05-212026-05-21

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 21, 2026
 
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 $0.01NCDLNew 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 5.07Submission of Matters to a Vote of Security Holders.

Results of Annual Meeting of Shareholders

On May 21, 2026, Nuveen Churchill Direct Lending Corp. (the “Company”) held its virtual 2026 annual meeting of shareholders (the “Annual Meeting”). Shareholders of record at the close of business on March 31, 2026 (the “Record Date”) were entitled to vote at the Annual Meeting. As of the Record Date, there were 49,387,065 shares of common stock outstanding and entitled to vote. A quorum consisting of 25,732,027 shares of common stock of the Company were present or represented by proxy at the Annual Meeting. The final voting results from the Annual Meeting were as follows:

Proposal 1 – Election of Class III 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 7, 2026, were elected to serve as Class III directors of the Company until the 2029 annual meeting of shareholders or until their respective successor is duly elected and qualified. The following votes were taken in connection with this proposal:

DirectorVotes ForVotes Withheld
Kenneth Kencel25,473,474258,553
Stephen Potter23,945,6831,786,344





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: May 28, 2026
By:
/s/ Kenneth J. Kencel
Name:Kenneth J. Kencel
Title:Chief Executive Officer and President

Filing Exhibits & Attachments

4 documents