Carlyle Secured Lending Inc

1. 1

   Authorization to Sell or Otherwise Issue Shares of Common Stock Below Net Asset Value

   ManagementBoard: FOR

   Authorize the Company, with Board approval, to sell or issue shares of common stock during the next 12 months at a price below the then-current net asset value per share, subject to certain limitations (including a 25% aggregate cap of outstanding shares).

   More detail

   This management proposal asks stockholders to approve a 12-month authorization permitting the Company, with Board approval, to sell or otherwise issue shares of common stock at prices below the then-current NAV per share. The request is framed as providing flexibility to raise equity capital quickly in response to market conditions to repay indebtedness, support investments or acquisitions, maintain required asset coverage ratios under the 1940 Act, and avoid forced or ill-timed asset sales. The authorization would be subject to 1940 Act conditions, including required approvals by a majority of Independent Directors and non-interested Directors and a determination that the sale price closely approximates market value (less underwriting discounts) when applicable, and limits issuances below NAV to an aggregate of 25% of outstanding shares prior to each sale. The proxy highlights potential benefits such as increased market capitalization and liquidity, lower fixed expenses per share, and the ability to pursue opportunistic investments during volatile markets. It also clearly discloses dilutive effects and provides illustrative examples showing how various offering sizes and discount levels would reduce NAV per share for nonparticipating holders and may disproportionately dilute voting power. The Board considered conflicts of interest, noting that additional assets would increase adviser fees tied to gross assets, but concluded the flexibility is in the best interests of the Company and its stockholders; the Board unanimously recommends a FOR vote. The authorization would expire after 12 months, and any specific issuance would require contemporaneous Board determinations and compliance with the statutory conditions, but there is no stated limit on the discount that could be used within the 25% cap. Stockholders should weigh the tradeoff between short-term NAV dilution and potential long-term value from enhanced capital resources and investment opportunities when deciding how to vote.

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When is the Carlyle Secured Lending Inc 2026 special meeting?

Carlyle Secured Lending Inc (CGBD) holds its 2026 special shareholder meeting on Tuesday, June 9, 2026.

What is the record date for the Carlyle Secured Lending Inc 2026 meeting?

The record date for the Carlyle Secured Lending Inc 2026 meeting is Tuesday, April 7, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Carlyle Secured Lending Inc's 2026 meeting?

The board is presenting 7 director nominees at the Carlyle Secured Lending Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Carlyle Secured Lending Inc 2026 meeting?

Shareholders will vote on 1 proposal at the Carlyle Secured Lending Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.