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Item 5.07.
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Submission of Matters to a Vote of Security Holders.
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Annual Meeting of Stockholders
On June 10, 2026, SuRo Capital Corp. (the "Company") held its 2026 annual meeting of stockholders (the "Annual Meeting"). At the Annual Meeting, the Company's stockholders voted on the following three proposals and cast their votes as described below.
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1.
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A proposal to re-elect two members to the board of directors of the Company (the "Board"), Mark D. Klein and Lisa Westley, each of whom will serve for a term of three years expiring at the 2029 annual meeting of stockholders or until their respective successors are duly elected and qualified, as described in the Company's proxy materials for the Annual Meeting. This proposal was approved by the Company's stockholders based on the following votes taken in connection therewith:
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Director
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For
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Withheld
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Broker Non-Votes
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Mark D. Klein
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7,850,734
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1,129,175
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9,410,604
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Lisa Westley
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7,903,689
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1,076,220
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9,410,604
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2.
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A proposal to approve, on an advisory basis, the compensation of the Company's named executive officers, as described in the Company's proxy materials for the Annual Meeting. This proposal was approved by the Company's stockholders based on the following votes taken in connection therewith:
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For
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Against
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Abstain
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Broker Non-Votes
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8,178,480
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619,616
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181,813
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9,410,604
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3.
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A proposal to ratify the selection of CBIZ CPAs P.C. to serve as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026, as described in the Company's proxy materials for the Annual Meeting. This proposal was approved by the Company's stockholders based on the following votes taken in connection therewith:
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For
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Against
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Abstain
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17,828,560
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337,488
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224,465
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Special Meeting of Stockholders
On April 2, 2026, the Board, including all of the directors who are not "interested persons" of the Company, as such term is defined in Section 2(a)(19) of the Investment Company Act of 1940, unanimously approved the Company's transition from an internally managed business development company to an externally managed structure (the "Externalization"), and the related Investment Advisory Agreement (the "Advisory Agreement"), by and between the Company and Neostellar Advisors LLC (the "Adviser"), appointing the Adviser as the Company's investment adviser, subject to the approval of the Advisory Agreement by the Company's stockholders.
On June 10, 2026, the Company held a special meeting of stockholders (the "Special Meeting"). At the Special Meeting, the Company's stockholders voted on the following proposal and cast their votes as described below.
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1.
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A proposal to approve the Advisory Agreement pursuant to which the Adviser would be appointed as the investment adviser of the Company, as described in the Company's proxy materials for the Special Meeting. This proposal was approved by the Company's stockholders based on the following votes taken in connection therewith:
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For
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Against
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Abstain
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11,929,634
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1,328,834
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166,774
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The Advisory Agreement will become effective upon the consummation of the Externalization, which is expected to occur on or about July 1, 2026.
