ncdlc-20230518

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 18, 2023

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.)


430 Park Avenue, 14th Floor, New York, NY						10022
(Address of Principal Executive Offices)						(Zip Code)

Registrant’s telephone number, including area code: (212) 478-9200

(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

None

N/A

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 þ

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.

Results of Annual Meeting of Shareholders

On May 18, 2023, Nuveen Churchill Direct Lending Corp. (the “Company”) held its virtual 2023 annual meeting of shareholders (the “Annual Meeting”). Shareholders of record at the close of business on March 20, 2023 (the “Record Date”) were entitled to vote at the Annual Meeting. As of the Record Date, there were 28,743,877 shares of common stock outstanding and entitled to vote. A quorum consisting of 16,230,086 shares of common stock of the Company were present or represented by proxy at the Annual Meeting.

The Company’s shareholders voted on and approved one proposal at the Annual Meeting. The final voting results from the Annual Meeting were as follows:

Proposal 1 – Election of Two 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 4, 2023, were elected to serve as Class III directors of the Company until the 2026 annual meeting of shareholders and until their respective successor is duly elected and qualified. The following votes were taken in connection with this proposal:


Director	Votes For	Votes Withheld
Kenneth Kencel	16,208,346	21,740
Stephen Potter	16,208,346	21,740

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 22, 2023	By:	/s/ Kenneth J. Kencel
		Kenneth J. Kencel Chief Executive Officer and President