Stellus Capital Investment (SCM) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting will be held virtually on June 17, 2025, with stockholders of record as of April 17, 2025, eligible to vote.

• Key proposals include electing two directors, authorizing the issuance of up to 25% of outstanding common stock below NAV, and potential adjournment to solicit more proxies.

• The Board unanimously recommends voting in favor of all proposals.

• Proxy materials and the annual report are available online, and multiple voting methods are provided.

Voting matters and shareholder proposals

• Proposal 1: Elect two directors for three-year terms.

• Proposal 2: Authorize issuance of up to 25% of common stock below NAV, subject to Board and independent director approval.

• Proposal 3: Approve adjournment of the meeting if necessary to solicit additional proxies.

• No appraisal or dissenters' rights are available for these matters.

• Stockholder proposals for the 2026 meeting must be submitted within specified timeframes.

Board of directors and corporate governance

• The Board consists of five members, with three independent directors and two interested directors.

• Directors are divided into three classes with staggered three-year terms.

• Board committees include audit, compensation, and nominating/governance, all chaired by independent directors.

• Annual Board and committee evaluations are conducted.

• Corporate governance documents and codes of conduct are publicly available.