Carlyle Secured Lending (CGBD) Proxy Filing summary

Executive summary

• A special meeting 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 limitations.

• The board unanimously recommends approval, citing the need for capital flexibility to support operations, investments, and regulatory compliance.

• The proposal allows issuance of up to 25% of outstanding shares below NAV, with no limit on the discount, and would not require further shareholder approval for each issuance.

• The board believes this flexibility is crucial for responding to market conditions, maintaining debt ratios, and seizing investment opportunities.

Voting matters and shareholder proposals

• The sole proposal is to authorize the sale or issuance of common stock below NAV, effective for 12 months post-approval.

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

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

• Procedures for submitting proposals and nominations for the 2026 annual meeting are detailed, with deadlines and requirements specified.

Board of directors and corporate governance

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

• Beneficial ownership by directors and officers is disclosed, with no individual holding more than 0.18% of shares.

• Recent changes in board composition are noted, with Mr. Hennigan replacing Mr. Jenkins as an interested director after the record date.