Carlyle Secured Lending (CGBD) Proxy Filing summary

Executive summary

• A special meeting of stockholders is scheduled for June 9, 2025, to vote on authorizing the company to issue shares below net asset value (NAV) within the next 12 months, subject to specific limitations.

• The board unanimously recommends voting in favor, citing increased financial flexibility, access to capital, and the ability to respond quickly to market conditions.

• The proposal is intended to help maintain regulatory compliance, support investment opportunities, and avoid forced asset sales during volatile periods.

Voting matters and shareholder proposals

• The sole proposal is to authorize the company, with board approval, to sell or issue shares below NAV, up to 25% of outstanding shares over the next year.

• Approval requires a majority of outstanding shares and a majority of non-affiliated shares.

• No other business will be conducted at the special meeting.

• Stockholder proposals for the 2026 annual meeting must be submitted by December 31, 2025, to be included in the proxy statement.

Board of directors and corporate governance

• The board, including a majority of independent directors, has approved and recommends the proposal.

• Directors and executive officers as a group own less than 1% of outstanding shares.

• No shares in the proposed offering are earmarked for management or affiliates, but they may participate on the same terms as others.