SURO CAPITAL CORP. 8-K

What Happened

• SuRo Capital Corp. (SSSS) filed an 8‑K on June 12, 2026 reporting results from its June 10, 2026 annual and special meetings. Stockholders re‑elected directors Mark D. Klein and Lisa Westley, approved an advisory (non‑binding) vote on the company’s named executive officer compensation, ratified CBIZ CPAs P.C. as independent auditors for fiscal 2026, and approved an Investment Advisory Agreement to externalize management to Neostellar Advisors LLC. The Advisory Agreement will take effect when the company’s Externalization is consummated, expected on or about July 1, 2026.

Key Details

• Director elections (three‑year terms to 2029):
  • Mark D. Klein — For: 7,850,734; Withheld: 1,129,175; Broker non‑votes: 9,410,604.
  • Lisa Westley — For: 7,903,689; Withheld: 1,076,220; Broker non‑votes: 9,410,604.
• Advisory vote on executive compensation (non‑binding): For: 8,178,480; Against: 619,616; Abstain: 181,813; Broker non‑votes: 9,410,604.
• Auditor ratification: CBIZ CPAs P.C. approved — For: 17,828,560; Against: 337,488; Abstain: 224,465.
• Special meeting — approval of Advisory Agreement with Neostellar Advisors LLC: For: 11,929,634; Against: 1,328,834; Abstain: 166,774. Board had previously (April 2, 2026) unanimously approved the Externalization subject to stockholder approval.

Why It Matters

• The stockholder approval of the Advisory Agreement clears a key regulatory and governance step for SuRo’s planned shift from an internally managed business development company to an externally managed structure. If the Externalization closes (expected ~July 1, 2026), Neostellar Advisors LLC will become the company’s investment adviser and management operations and fees may change under the new agreement.
• Re‑election of two directors and ratification of the auditor provide continuity of governance and financial oversight during the transition. The advisory vote on executive compensation was approved but is non‑binding; it signals investor sentiment on pay practices.