Carlyle Secured Lending (CGBD) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on June 9, 2025, to elect two directors and ratify the selection of Ernst & Young LLP as the independent auditor for 2025.

• Stockholders of record as of April 7, 2025, are entitled to vote; proxy materials are available online, with printed copies upon request.

• The Board unanimously recommends voting in favor of both director nominees and the auditor ratification.

Voting matters and shareholder proposals

• Proposals include electing Leslie E. Bradford and John G. Nestor as Class III directors for three-year terms and ratifying Ernst & Young LLP as auditor.

• Stockholders may submit proposals for the 2026 meeting by December 31, 2025, following SEC and bylaw requirements.

• The Board is not aware of any other matters to be submitted at the meeting.

Board of directors and corporate governance

• The Board consists of seven members divided into three classes with staggered terms.

• A majority of directors are independent, meeting SEC and NASDAQ requirements.

• The Board met eight times in 2024; all directors met attendance requirements.

• Committees include Audit, Compensation, Nominating and Governance, and a Special Committee for the CSL III merger.

• The Board has adopted a clawback policy for executive incentive compensation in line with NASDAQ rules.