Carlyle Secured Lending (CGBD) Proxy filing summary

Executive summary

• A special meeting is scheduled for June 9, 2026, 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 voting in favor, citing increased financial flexibility and the ability to respond quickly to market conditions.

• The proposal allows up to 25% of outstanding shares to be issued below NAV, with no limit on the discount, and would expire 12 months after approval.

• The company highlights the need for capital to maintain regulatory ratios, pursue investment opportunities, and avoid forced asset sales.

• Dilution risks and illustrative examples are provided, showing the impact on NAV and shareholder interests.

Voting matters and shareholder proposals

• The sole proposal is to authorize the issuance of shares below NAV, with no other business to be conducted at the meeting.

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

• Stockholders can vote online, by phone, or by mail, and may revoke proxies before the meeting.

• Procedures for submitting proposals and nominations for the 2027 annual meeting are outlined, with deadlines and requirements specified.

Board of directors and corporate governance

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

• The board, including a majority of independent directors, has approved the proposal as in the best interests of shareholders.

• No shares are earmarked for management or affiliates in any future offering; participation would be on the same terms as other investors.