Nuveen Churchill Direct Lending (NCDL) Proxy filing summary

Executive summary

• Annual meeting scheduled for May 21, 2026, to elect two directors and address any other business.

• Shareholders can participate and vote virtually, with materials accessible online or by request.

• Board recommends voting FOR the director nominees.

Voting matters and shareholder proposals

• Main proposal is the election of Kenneth Kencel and Stephen Potter as Class III directors for terms expiring in 2029.

• Shareholders of record as of March 31, 2026, are eligible to vote, with one vote per share.

• Plurality of votes cast is required for election; abstentions and broker non-votes do not affect outcome.

• Shareholder proposals for the 2027 meeting must be submitted by December 7, 2026.

Board of directors and corporate governance

• Board consists of five members divided into three staggered classes, with a majority being independent.

• Kenneth Kencel serves as Chair; Stephen Potter is Lead Independent Director.

• Board committees include Audit, Nominating, Compensation, and Co-Investment, all comprised solely of independent directors.

• Regular executive sessions and annual evaluations support governance effectiveness.