DEF: Carlyle Secured Lending Sets Date for 2025 Annual Stockholders Meeting

Carlyle Secured Lending, Inc. will hold its 2025 Annual Meeting of Stockholders virtually on June 9, 2025, to vote on the election of two director nominees and the ratification of the company's independent registered public accounting firm.

Summary

• Carlyle Secured Lending, Inc. is holding its 2025 Annual Meeting of Stockholders virtually on June 9, 2025.
• Stockholders will vote on two proposals: electing Ms. Leslie E. Bradford and Mr. John G. Nestor as Class III directors for a three-year term and ratifying the selection of Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2025.
• The Board of Directors recommends voting FOR the election of the director nominees and FOR the ratification of Ernst & Young LLP.
• Only stockholders of record as of April 7, 2025, are entitled to vote.
• The company is furnishing proxy materials online, but printed copies are available upon request.
• The Board of Directors is soliciting proxies for the meeting.
• As of the record date, April 7, 2025, there were 72,902,981 shares of common stock outstanding and entitled to vote at the Meeting.

Sentiment

Score: 7

Explanation: The document is a standard proxy statement, presenting information in a neutral and factual tone. The Board's recommendations are positive, but overall, the sentiment is moderately positive due to the routine nature of the content.

Positives

• The Board of Directors unanimously recommends voting FOR the election of the director nominees and FOR the ratification of Ernst & Young LLP, indicating confidence in these selections.
• The company has established procedures for stockholders to communicate with the Board of Directors.
• The company has adopted an incentive compensation recoupment policy, or clawback policy, that complies with NASDAQ's new clawback rules promulgated under Section 10D of the Exchange Act and the rules promulgated thereunder, which applies to our executive officers (as defined in applicable SEC rules).

Risks

• Failure to achieve a quorum at the meeting may require adjournment to permit further solicitation of proxies.
• Potential conflicts of interest may arise due to the Chair of the Board being an Interested Director, although the company has corporate governance policies in place to mitigate these conflicts.

Future Outlook

The Board will continue to monitor and oversee the company's business and affairs, including investment practices, regulatory compliance, and service provider performance.

Management Comments

• Justin V. Plouffe, President and Chief Executive Officer, thanks stockholders for their continued support.
• The Board of Directors has determined that each of the proposals to be considered and voted on at the Meeting is in the best interests of the Company and its stockholders.

Industry Context

This announcement is typical for publicly traded companies, particularly Business Development Companies (BDCs), as they are required to hold annual meetings to elect directors and address other corporate governance matters.

Comparison to Industry Standards

• The director compensation structure, including annual fees and meeting attendance fees, is generally in line with other BDCs of similar size.
• The investment advisory and administration agreements are standard for BDCs that are externally managed.
• The use of Broadridge for proxy solicitation is a common practice among publicly traded companies.

Management Changes

Legal Proceedings

• The Company may become party to certain lawsuits in the ordinary course of business, including proceedings relating to the enforcement of our rights under contracts with our portfolio companies.
• The Company is not currently subject to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against the Company.

Related Party Transactions

• The company has Investment Advisory Agreement with Carlyle Global Credit Investment Management L.L.C.
• The company has Administration Agreement with Carlyle Global Credit Administration L.L.C.
• The company has Sub-Administration Agreements with Carlyle Employee Co. and State Street Bank and Trust Company.
• The company has License Agreement with CIM.

Stakeholder Impact

• Shareholders are asked to vote on key governance matters.
• Employees of the Adviser and Administrator are indirectly impacted through the agreements with those entities.
• Portfolio companies may be indirectly impacted by the overall governance and investment decisions of the company.

Next Steps

• Stockholders are encouraged to vote their shares as soon as possible.
• The company will proceed with the Annual Meeting on June 9, 2025.
• The Board will continue to oversee the company's operations and compliance.

Key Dates

Keywords

Annual Meeting, Proxy Statement, Directors, Ernst & Young, Stockholders, Corporate Governance, Carlyle Secured Lending