Morgan Stanley Direct Lending Fund (MSDL) Proxy filing summary

Executive summary

• The 2026 Annual Meeting will be held virtually on June 1, 2026, to elect two directors and ratify Deloitte & Touche LLP as the independent auditor for the fiscal year ending December 31, 2026.

• Stockholders of record as of April 6, 2026, are entitled to vote; 85,286,212 shares are outstanding and eligible.

• Proxy materials are available online, and stockholders are encouraged to vote electronically or by mail.

• The Board unanimously recommends voting FOR both director nominees and FOR auditor ratification.

Voting matters and shareholder proposals

• Proposals include electing two directors for three-year terms and ratifying Deloitte as auditor.

• Majority of votes cast is required for director election and auditor ratification; abstentions and broker non-votes have no effect.

• Stockholder proposals for the 2027 meeting must be received by December 18, 2026, to be included in the proxy statement.

Board of directors and corporate governance

• The Board consists of six members divided into three classes with staggered terms.

• Four directors are independent, meeting NYSE and 1940 Act standards; two are considered interested persons.

• The Board met six times in 2025; all directors met attendance requirements.

• Committees include Audit, Nominating and Corporate Governance, and Compensation, all composed solely of independent directors.

• The Chair of the Board is an interested director; no lead independent director is designated.