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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: (215) 495-1150

 

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

 

 

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Dec. 12, 2024
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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
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Entity Address, Postal Zip Code 19112
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