Nuveen Churchill Direct Lending (NCDL) Proxy filing summary

Executive summary

• Annual meeting scheduled for May 29, 2025, to be held virtually, with shareholders able to vote and submit questions online.

• Shareholders will vote on electing two directors and authorizing the company to issue shares below net asset value (NAV) under certain conditions.

• Board unanimously recommends voting in favor of all proposals.

• Proxy materials are available online, with options for electronic or hard copy delivery to reduce costs and environmental impact.

Voting matters and shareholder proposals

• Proposal 1: Elect Reena Aggarwal and James Ritchie as directors for a three-year term expiring at the 2028 annual meeting.

• Proposal 2: Authorize the company, subject to board approval, to issue shares below NAV for up to one year, with specific conditions to protect shareholder interests.

• Board recommends voting FOR both proposals.

• Shareholders may submit proposals for the 2026 annual meeting by specified deadlines and procedures.

Board of directors and corporate governance

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

• Kenneth Kencel serves as chairman and is an interested director; Stephen Potter is the Lead Independent Director.

• Board committees (Audit, Nominating, Compensation, Co-Investment) are composed solely of independent directors.

• Directors are encouraged, but not required, to attend annual meetings.

• Corporate governance guidelines and a Code of Business Conduct and Ethics are in place.