Stellus Capital Investment Corp

1. 1

   Election of Director

   ManagementBoard: FOR

   Reelect Bruce R. Bilger as a director for a three-year term expiring in 2029.

2. 2

   Approval of the New Investment Advisory Agreement

   ManagementBoard: FOR

   Approve a new investment advisory agreement between the Company and Stellus Capital Management, effective upon an anticipated change in control of the Advisor when Ridgepost Capital will acquire Stellus Capital Management; terms are substantially identical to the existing agreement other than date and term.

   More detail

   The proposal asks shareholders to approve a New Investment Advisory Agreement with Stellus Capital Management that will become effective upon the Advisor Change in Control whereby Ridgepost Capital will acquire all outstanding equity interests in Stellus Capital Management, causing an assignment and automatic termination of the Existing Investment Advisory Agreement under the 1940 Act. Management seeks shareholder approval to allow Stellus Capital Management to continue to provide advisory services to the Company post-transaction without disruption. The New Agreement is materially unchanged from the Existing Agreement except for date and term; fees, services, indemnification, and liability limitations remain the same. The Board, including all Independent Directors, reviewed materials from the Advisor and Ridgepost, consulted independent counsel, considered investment performance, nature and quality of services, costs and potential economies of scale, and Section 15(f) considerations under the 1940 Act, and unanimously determined that approval is in the best interests of the Company and its stockholders. The Board recommends a vote "FOR" for continuity of advisory services, anticipated access to Ridgepost’s resources and deal flow, and the absence of an unfair burden on the Company. Required shareholder approval thresholds are specified under the 1940 Act and the agreement would become effective upon the closing of the Advisor Change in Control.

3. 3

   Adjournment of the Annual Meeting

   ManagementBoard: FOR

   Authorize adjournment of the meeting, if necessary or appropriate, to solicit additional proxies to obtain approval for any proposals.

   More detail

   This management proposal asks shareholders to authorize the Board to adjourn the Annual Meeting if necessary to solicit additional proxies to secure approval of one or more proposals. The adjournment mechanism is a procedural tool that allows the Board to obtain further votes when quorum exists but not enough favorable votes are present; it is standard practice and carries no substantive policy change. The Board recommends voting "FOR" to provide flexibility to secure sufficient shareholder support; any previously submitted proxies without instructions will be voted in favor of adjournment in these circumstances.

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When is the Stellus Capital Investment Corp 2026 annual meeting?

Stellus Capital Investment Corp (SCM) holds its 2026 annual shareholder meeting on Tuesday, June 16, 2026.

What is the record date for the Stellus Capital Investment Corp 2026 meeting?

The record date for the Stellus Capital Investment Corp 2026 meeting is Wednesday, April 15, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Stellus Capital Investment Corp's 2026 meeting?

The board is presenting 1 director nominee at the Stellus Capital Investment Corp 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Stellus Capital Investment Corp 2026 meeting?

Shareholders will vote on 3 proposals at the Stellus Capital Investment Corp 2026 meeting, each tagged with who proposed it and the board's recommendation.