Good afternoon, ladies and gentlemen. I'm John McCally, the Vice President and Secretary of Nuveen Churchill Direct Lending Corp. It is my pleasure, on behalf of the company's officers and directors, to extend a warm welcome and express our appreciation for your attendance at today's meeting. Pursuant to the company's bylaws, I will be serving as Chairman for the meeting. The company has already supplied each shareholder with a copy of its proxy statement and annual report, which are available on the virtual meeting website. This meeting is being recorded for replay purposes. At this time, I will go through the administrative matters and then introduce the proposal included in the proxy statement. The meeting will be conducted according to the agenda, which you received as you logged into the meeting.
After the meeting has been adjourned, you will have the opportunity to ask questions by emailing ncdl-ir@churchillam.com or by submitting them through the virtual meeting website. The principal business of the meeting today is to elect two directors for a term of three years or until their respective successor is duly elected and qualified. I would like to thank the members of our Board of Directors who are present today. I will also note that Lori Kloper, a representative of PricewaterhouseCoopers LLP, the company's independent registered public accounting firm, is present for the meeting today. The Notice of Annual Meeting of Shareholders, including the proxy statement, which was sent to all shareholders of record as of the record date, is hereby incorporated by reference.
I have here an affidavit sworn to and duly signed by a representative of Broadridge Financial Solutions, stating that the notice as previously read was mailed to each shareholder as required by the bylaws. The affidavit will be accepted into the corporate records of the company. Resolutions were adopted by the company's Board of Directors on February 12th, 2026, providing for the meeting to be held at this time and place, and directing that notice be given as provided in the bylaws. The Board also fixed March 31, 2026, as the record date for determining persons entitled to notice of and entitled to vote at this Annual Meeting of Shareholders.
Finally, the complete alphabetical list of the shareholders of record as of March 31st, 2026, who are entitled to vote, showing their respective addresses and the number of shares held by each of them, is available on the virtual meeting website for inspection by shareholders in accordance with the bylaws and applicable law. I will file a copy of the notice, the mailing affidavit, and the February 12th, 2026 Board resolutions, along with the minutes of this meeting. Jim Raitt has been appointed to serve as Inspector of Election. Mr. Raitt, will you please present your report of the number of shares present virtually, by proxy, or by attorney at this meeting so that we can determine whether a quorum is present?
Thank you, Mr. Chairman. There are 49,387,065 shares entitled to vote as of March 31st, 2026, the record date. The Proxy Committee, which is composed of Messrs. Kencel, Vichness, and McCally, is acting as proxy representative of the holders of record of 49,387,065 shares of common stock. There are at least 25,732,027 shares present virtually, by proxy, or by attorney. Accordingly, a quorum is present.
Thank you, Mr. Raitt. On the basis of the report of the Inspector of Election, I find that proper notice has been given and that a quorum is present. Accordingly, this meeting has been properly convened. The polls for voting on all matters are hereby opened at this time, 12:34 P.M. Eastern on May 21st, 2026. If you've returned your proxy, your vote has already been recorded. If there are any shareholders present who wish to vote virtually, please use the ballot available on the virtual meeting website. There were no additional shareholder nominations or proposals for business for this meeting properly filed with me as Secretary that were not included in the notice for this meeting. As such, the business of the meeting is limited to the foregoing matter in accordance with the provisions of the bylaws.
The only proposal we will consider is the election of two directors. The Board has nominated each of Kenneth Kencel and Stephen Potter to serve a three-year term as director, which term would expire at the Annual Meeting of Shareholders to be held in 2029 or until their respective successor is duly elected and qualified. Information concerning the experience of the director nominees, each of their service with the company, and other matters that may be of interest are contained in the proxy statement. I will now entertain a motion on the election of the two director nominees.
I am Zachary Profant, acting in my capacity as a representative, the shareholder of the company, and I move that the following resolution be adopted. Resolved, that each of Kenneth Kencel and Stephen Potter be, and hereby is, elected to the Board of Directors of Nuveen Churchill Direct Lending Corp. to serve a three-year term or until their respective successor is duly elected and qualified.
I'm John McCally, the Vice President and Secretary of the company, and I second the motion. The motion has been made and seconded, and the vote will now be taken on the election of the director nominees. Has every shareholder present who so desires voted either by submitting a proxy or by voting online? All shareholders desiring to vote have voted, I declare the polls closed for the election of directors and all proposals at 12:36 P.M. Eastern Time. Mr. Raitt, please report on the votes cast to elect the nominated directors.
We received 25 , 473,470 votes for, and 258,553 votes withheld from the election of Kenneth Kencel. We have received 23 , 945,683 votes for and had 1 , 786,344 votes withheld from the election of Stephen Potter. This is a preliminary tabulation, and all the votes cast virtually at today's meeting will be included in the final tabulation. It is not anticipated that votes cast virtually at today's meeting, if any, will change the outcome.
Thank you, Mr. Raitt. The motion is passed. Each nominee has been duly elected to serve a three-year term as a Director of the Board until the Annual Meeting of Shareholders to be held in 2029 or their respective successor is duly elected and qualified. I will now safeguard the Notice of the Annual Meeting of Shareholders and proof of mailing thereof, the proxies and ballots voted at this meeting, including the ballot cast for the number of shares represented by the Proxy Committee, and the oath and certificate and report of the Inspector of Election, and will maintain them with the company's records. I will now entertain a motion to adjourn.
I move that the meeting be adjourned.
I second the motion. All those in favor say aye. Aye.
Aye.
Those opposed, no. The ayes have it. This meeting is adjourned at 12:38 P.M. Eastern Time. Thank you all.
The conference has now concluded. Thank you for attending today's presentation. You may now disconnect.