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 | — |