Carlyle Secured Lending (CGBD) Proxy filing summary

Executive summary

• Special Meeting scheduled for June 9, 2026, to vote on authorizing issuance of common stock below net asset value (NAV) for 12 months following approval, subject to limitations.

• Board unanimously recommends voting in favor, citing flexibility to raise capital, repay debt, and pursue investment opportunities.

• Proposal allows issuance of up to 25% of outstanding shares below NAV, with no limit on discount, to respond quickly to market conditions.

• No immediate plans for such issuance; each transaction would require Board approval at the time of sale.

Voting matters and shareholder proposals

• Only proposal on the agenda is to authorize issuance of shares below NAV; no other business will be conducted.

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

• Abstentions and broker non-votes count as votes against the proposal.

• Stockholder proposals for the 2027 annual meeting must be received by December 31, 2026, with specific bylaw requirements for nominations.

Board of directors and corporate governance

• Board consists of interested and independent directors, with beneficial ownership disclosed for each.

• Board and independent directors must approve any issuance below NAV as in the best interests of the company and shareholders.

• No cumulative voting or appraisal rights for shareholders.