---
schema_version: "secwatch.filing_event.v1"
accession: "0001628280-23-041759"
form_type: "8-K"
ticker: "NCDL"
cik: "0001737924"
company_name: "Nuveen Churchill Direct Lending Corp."
filed_at: "2023-12-18T23:59:59+00:00"
generated_at: "2026-06-07T11:22:28.513883+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.3
calibrated_materiality_score: 0.15
confidence: "high"
source: SEC EDGAR
---

# Shareholders approve advisory agreements and below-NAV issuance

## Summary
- Amended investment advisory agreement approved with 27,984,303 for, 6,167 against.
- Sub-advisory agreement with Churchill Asset Management and Nuveen Asset Management approved (27,942,913 for).
- Authorization to sell shares below NAV approved (24,275,632 for, 3,257,336 against).
- Both agreements become effective only upon an exchange listing of the company's shares.

## SEC filing metadata
- accession: 0001628280-23-041759
- form_type: 8-K
- ticker: NCDL
- cik: 0001737924
- company_name: Nuveen Churchill Direct Lending Corp.
- filed_at: 2023-12-18T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.3
- calibrated_materiality_score: 0.15
- confidence: high
- sec_items: 5.07
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1737924/000162828023041759/0001628280-23-041759-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1737924/000162828023041759/ncdlc-20231215.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001628280-23-041759
- JSON: https://secwatch.observer/filing/0001628280-23-041759.json
- Plain text: https://secwatch.observer/filing/0001628280-23-041759.txt

## Key facts
- Shareholder Votes
  Nuveen Churchill Direct Lending Corp. shareholders approved Proposal 2 – investment sub-advisory agreement at the 2023-12-15 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2023-12-15
  source text: Proposal 2 – The investment sub-advisory agreement by and among the Adviser, Churchill Asset Management LLC and Nuveen Asset Management, LLC, acting through its leveraged finance division, to manage certain of the Company's liquid investments (the “NAM Sub-Advisory Agreement ” ) was approved by the following vote: Votes For Votes Against Votes Withheld Broker Non-Votes 27,942,913 55,358 27,853 —
  evidence_url: https://www.sec.gov/Archives/edgar/data/1737924/000162828023041759/0001628280-23-041759-index.htm
- Shareholder Votes
  Nuveen Churchill Direct Lending Corp. shareholders approved Proposal 1 – amended and restated investment advisory agreement at the 2023-12-15 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2023-12-15
  source text: Proposal 1 – The amended and restated investment advisory agreement (the “Amended Advisory Agreement ” ) by and between the Company and Churchill DLC Advisor LLC (the “Adviser ” ) was approved by the following vote: Votes For Votes Against Votes Withheld Broker Non-Votes 27,984,303 6,167 35,654 —
  evidence_url: https://www.sec.gov/Archives/edgar/data/1737924/000162828023041759/0001628280-23-041759-index.htm
- Shareholder Votes
  Nuveen Churchill Direct Lending Corp. shareholders approved Proposal 3 – authorize the Company to sell or issue shares below net asset value per share at the 2023-12-15 meeting.
  - Outcome: passed
  - Meeting: 2023-12-15
  source text: Proposal 3 – The proposal to authorize the Company, subject to the approval of the Company's board of directors, to sell or otherwise issue shares during the next year at a price below the Company’s then current net asset value per share, subject to certain conditions as set forth in the proxy statement, was approved by the following vote: All shareholders: Votes For Votes Against Votes Withheld Broker Non-Votes 24,275,632 3,257,336 493,156 —
  evidence_url: https://www.sec.gov/Archives/edgar/data/1737924/000162828023041759/0001628280-23-041759-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.