Stellus Capital Investment (SCM) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on June 17, 2025, with shareholders of record as of April 17, 2025, eligible to vote on key proposals.

• 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.

Voting matters and shareholder proposals

• Shareholders will vote on electing two directors for three-year terms, authorizing stock issuance below NAV, and possible adjournment.

• Issuance below NAV is limited to 25% of outstanding shares and subject to independent director approval.

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

• Shareholder proposals for the 2026 meeting must be submitted by December 22, 2025.

Board of directors and corporate governance

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

• Dean D'Angelo and William C. Repko are nominated for re-election; all directors have significant financial and investment experience.

• The Board has audit, compensation, and nominating/governance committees, all composed of independent directors.

• Annual Board and committee evaluations are conducted, and strong governance policies are in place.