Form 8-K - Current report

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION 

WASHINGTON, D.C. 20549

 

 

 

FORM 8-K

 

CURRENT REPORT 

PURSUANT TO SECTION 13 OR 15(d) OF 

THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): December 12, 2024

 

FS Specialty Lending Fund

(Exact name of Registrant as specified in its charter)

 

Delaware (State or other jurisdiction of incorporation)

814-00841 (Commission File Number)

27-6822130 (I.R.S. Employer Identification No.)

 

201 Rouse Boulevard Philadelphia, Pennsylvania (Address of principal executive offices)

19112 (Zip Code)

 

Registrant’s telephone number, including area code: [phone]

 

None

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

¨ Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

 

 

Item 5.07.

Submission of Matters to a Vote of Security Holders.

 

FS Specialty Lending Fund (the “Company”) held its Annual Meeting of Shareholders (the “Annual Meeting”) on December 12, 2024.  As of October 15, 2024, the record date for the determination of shareholders entitled to notice of, and to vote at, the Annual Meeting, 455,506,155 common shares of beneficial interest were eligible to be voted, and 152,257,393 of those shares were voted in person or by proxy at the Annual Meeting. Shareholders were asked to consider and act upon the following proposals, each of which was described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on October 17, 2024:

 

·

Proposal No. 1 – to elect the six members of the board of trustees named in the Company's proxy statement to serve as trustees of the Company until the 2025 annual meeting of shareholders and until their successors are duly elected and qualified; and

·

Proposal No. 2 – to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.

 

All trustee nominees listed in the Company’s 2024 proxy statement were elected by the Company’s shareholders at the Annual Meeting.  The votes for, votes withheld and broker non-votes for each trustee nominee are set forth below:

 

Trustee Nominee		Votes For		Votes Withheld		Broker Non-Votes
Sidley R. Brown		59,034,532		4,985,356		88,237,505
Gregory P. Chandler		59,017,096		5,002,792		88,237,505
Michael C. Forman		58,925,913		5,093,975		88,237,505
Richard I. Goldstein		59,037,085		4,982,803		88,237,505
Charles P. Pizzi		58,907,068		5,112,820		88,237,505
Pedro A. Ramos		58,958,433		5,061,455		88,237,505

 

The proposal to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024 was also approved by the Company’s shareholders at the Annual Meeting.  The votes for, votes against, abstentions and broker non-votes are set forth below:

 

Votes For		Votes Against		Abstentions		Broker Non-Votes
149,457,722		1,514,942		1,284,729		0

 

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	FS Specialty Lending Fund
Date: December 12, 2024	By:	/s/ Stephen S. Sypherd
		Stephen S. Sypherd
		General Counsel

 

 

Cover	Dec. 12, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 12, 2024
Entity File Number	814-00841
Entity Registrant Name	FS Specialty Lending Fund
Entity Central Index Key	0001501729
Entity Tax Identification Number	27-6822130
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	201 Rouse Boulevard
Entity Address, City or Town	Philadelphia
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	19112
City Area Code	215
Local Phone Number	495-1150
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false

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