Item 5.07 - Submission of Matters to a Vote of Security Holders.
On June 7, 2023, Carlyle Secured Lending, Inc. (the "Company") held its 2023
Annual Meeting of Stockholders (the "Annual Meeting"). The following proposals
were voted on at the Annual Meeting: (1) the election of each of Linda Pace and
William H. Wright, II, as a Class I director of the Company, each to serve for a
three-year term and until her or his successor is duly elected and qualified at
the Company's 2026 Annual Meeting of Stockholders or until his earlier death,
resignation or removal, and (2) the ratification of the selection of Ernst &
Young LLP ("EY") as the Company's independent registered public accounting firm
for the fiscal year ending December 31, 2023.
At the Annual Meeting, holders of the outstanding shares of the Company's common
stock and the outstanding shares of the Company's convertible preferred stock,
series A ("preferred stock"), voting together as a single class, voted upon the
proposals to elect Mr. Wright, and to ratify the selection of EY as the
Company's independent registered public accounting firm for the fiscal year
ending December 31, 2023. Holders of the outstanding shares of the Company's
preferred stock, voting separately as a single class, voted upon the proposal to
elect Ms. Pace.
As of April 5, 2023, the record date for the Annual Meeting, there were
50,794,941 shares of common stock of the Company and 2,000,000 shares of
preferred stock of the Company outstanding and entitled to vote. 31,817,127
shares of the common stock of the Company and 2,000,000 shares of the preferred
stock of the Company were present or represented at the Annual Meeting,
constituting a quorum.
The final voting results for each of the proposals submitted to a vote of
stockholders at the Annual Meeting are set forth below. Each proposal was
approved by the requisite vote.
Proposal 1. The election of Linda Pace and William H. Wright, II, each to serve
as a Class I director for a three-year term and until her or his successor is
duly elected and qualified at the Company's 2026 Annual Meeting of Stockholders
or her or his earlier death, resignation or removal:
Nominees For Withhold Broker Non-Votes
Linda Pace** 2,000,000 - -
William H. Wright, II* 8,606,397 7,332,336 17,878,394
*Elected by holders of the Company's common stock and the Company's preferred
stock, voting together as a single class.
**Elected by holders of the Company's preferred stock, voting separately as a
single class.
Proposal 2. The ratification of the selection of EY as the Company's independent
registered public accounting firm for the fiscal year ending December 31, 2023
(holders of the Company's common stock and the Company's preferred stock, voting
together as a single class):
For Against Abstain Broker Non-Votes
33,386,817 226,339 203,971 -
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