Filing Overview
Morgan Stanley Direct Lending Fund filed a Form 8-K dated June 1, 2023, reporting results of its 2023 Annual Meeting of Stockholders. The report was signed on June 2, 2023. As of the April 3, 2023 record date, 70,981,913 common shares were outstanding and entitled to vote.
Annual Meeting Results
At the meeting, 28,535,482 shares were present in person or represented by proxy, constituting a quorum. Each proposal was approved.
| Proposal | For | Against | Withhold/Abstain | Broker Non-Votes | Outcome |
|---|---|---|---|---|---|
| Election of David N. Miller | 28,353,399 | — | 182,083 withheld | — | Approved |
| Election of Kevin Shannon | 28,353,399 | — | 182,083 withheld | — | Approved |
| Ratification of Deloitte & Touche LLP as independent registered public accounting firm for fiscal year ending December 31, 2023 | 26,943,326 | 174,934 | 1,417,222 abstained | — | Approved |
Financial Information and Material Changes
This filing does not provide revenue, profit, cash flow, margin, debt, liquidity, valuation, or other operating or financial performance metrics. It does not present a comparison with a prior period or disclose material changes in financial condition.
Outlook, Risks, and Unusual Items
The filing contains no management guidance, operating outlook, new risk disclosures, contingencies, or unusual financial items. The principal corporate action was the election of two directors, each for a three-year term, and the ratification of Deloitte & Touche LLP for the 2023 fiscal year.
Investor Verification Items
- Verify the elected directors’ subsequent tenure, committee assignments, and any changes in governance.
- Confirm Deloitte & Touche LLP’s appointment and review subsequent filings for audit opinions or accounting matters.
- Review the Company’s periodic financial filings for operating results, portfolio performance, leverage, liquidity, and investment risks, none of which are addressed in this 8-K.
- Consider the level of abstentions on the auditor ratification proposal when assessing shareholder voting patterns.