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Carlyle Secured Lending (CGBD) gets shareholder nod for below-NAV stock issuance

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Carlyle Secured Lending, Inc. obtained stockholder approval to allow the company, with board approval, to sell or issue common shares for the next 12 months at prices below its then-current net asset value per share, subject to limitations described in its proxy materials.

At the Special Meeting of Stockholders held on June 9, 2026, 35,809,435 shares were present or represented, forming a quorum out of 70,125,943 shares outstanding and entitled to vote as of April 7, 2026.

The proposal passed with 26,328,719 votes in favor, 7,457,315 against, and 2,023,401 abstentions, giving the company additional flexibility to raise equity capital even if its market price is below reported net asset value.

Positive

  • None.

Negative

  • None.

Insights

Shareholders approved potential below-NAV stock issuance, increasing capital-raising flexibility but also dilution risk.

Carlyle Secured Lending, Inc. received authorization to issue common stock below net asset value per share for 12 months, with board approval and stated limitations. Business development companies often seek this authority to access equity markets even when trading below book value.

The vote tally—26,328,719 for, 7,457,315 against, and 2,023,401 abstaining—shows a clear majority in favor, though a meaningful minority opposed, reflecting typical tension between capital flexibility and dilution concerns. A quorum of 35,809,435 shares was present out of 70,125,943 outstanding.

Actual impact depends on whether the company chooses to issue shares under this authorization, at what discount to net asset value, and in what size. Future disclosures in periodic reports or transaction announcements would show if and how this authority is used during the authorized 12-month period.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Shares outstanding entitled to vote 70,125,943 shares As of record date April 7, 2026
Quorum shares present or represented 35,809,435 shares Special Meeting on June 9, 2026
Votes for below-NAV issuance 26,328,719 votes Proposal to authorize stock sales below NAV
Votes against below-NAV issuance 7,457,315 votes Proposal to authorize stock sales below NAV
Abstentions on proposal 2,023,401 votes Proposal to authorize stock sales below NAV
Authorization period 12 months Duration following stockholder approval
net asset value per share financial
"at a price below the then-current net asset value per share, subject to certain limitations"
Net asset value per share is the total value of a fund’s assets minus its liabilities, divided by the number of outstanding shares, so it represents what each share would be worth if the fund sold everything and paid its debts. Investors use it like a per-share “break-up” price to compare against the market trading price — if shares trade below NAV per share they may be seen as discounted, above it as a premium.
Special Meeting of Stockholders regulatory
"held a Special Meeting of Stockholders (the “Special Meeting”). The following proposal was"
A special meeting of stockholders is an unscheduled gathering called to let shareholders vote on specific, often urgent company decisions—like mergers, major asset sales, changes to the board, or amendments to governing rules. Think of it as an emergency town hall where owners cast ballots in person or by mail/online; outcomes can materially change a company’s strategy, control or value, so investors pay close attention and may need to vote or adjust holdings accordingly.
quorum regulatory
"35,809,435 shares of common stock were present or represented at the Special Meeting, constituting a quorum."
A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.
broker non-votes regulatory
"For | Against | Abstain | Broker Non-Votes 26,328,719 | 7,457,315 | 2,023,401 | —"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
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Understanding 8-K Material Events →
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): June 9, 2026
Carlyle Secured Lending, Inc.
(Exact name of registrant as specified in its charter)
Maryland 814-00995 80-0789789
(State or Other Jurisdiction
of Incorporation)		 (Commission
File Number)		 (IRS Employer
Identification No.)
One Vanderbilt Avenue, Suite 3400
New York,New York 10017
(Address of Principal Executive Offices) (Zip Code)
(212) 813-4900
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(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 (see General Instruction A.2. below):
☐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))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common StockCGBDThe Nasdaq Global Select Market
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.

On June 9, 2026, Carlyle Secured Lending, Inc. (the “Company”) held a Special Meeting of Stockholders (the “Special Meeting”). The following proposal was voted on at the Special Meeting: to authorize the Company, with the approval of the Company’s Board of Directors, to sell or otherwise issue shares of the Company’s common stock, during the next 12 months following stockholder approval, at a price below the then-current net asset value per share, subject to certain limitations described in the proxy statement.

At the Special Meeting, holders of the outstanding shares of the Company’s common stock voted upon the proposal to authorize the Company, with the approval of the Company’s Board of Directors, to sell or otherwise issue shares of the Company’s common stock, during the next 12 months following stockholder approval, at a price below the then-current net asset value per share, subject to certain limitations described in the proxy statement.

As of April 7, 2026, the record date for the Special Meeting, there were 70,125,943 shares of common stock of the Company outstanding and entitled to vote. 35,809,435 shares of common stock were present or represented at the Special Meeting, constituting a quorum.

The final voting results for the proposal submitted to a vote of stockholders at the Special Meeting are set forth below. The proposal was approved by the requisite vote.

Proposal 1. The authorization of the Company, with the approval of the Company’s Board of Directors, to sell or otherwise issue shares of the Company’s common stock, during the next 12 months following stockholder approval, at a price below the then-current net asset value per share, subject to certain limitations described in the proxy statement:
ForAgainstAbstainBroker Non-Votes
26,328,7197,457,3152,023,401—


SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
  CARLYLE SECURED LENDING, INC.
  (Registrant)
Dated: June 11, 2026 By: /s/ Joshua Lefkowitz
  Joshua Lefkowitz
  Secretary and Chief Compliance Officer


Source: View Original Filing on SEC EDGAR

FAQ

What did Carlyle Secured Lending (CGBD) shareholders approve at the Special Meeting?

Shareholders approved allowing Carlyle Secured Lending to sell or issue common stock for 12 months at prices below net asset value per share, with board approval and stated limitations. This expands equity financing options but may involve issuing shares at a discount.

How many Carlyle Secured Lending (CGBD) shares were entitled to vote?

As of the April 7, 2026 record date, 70,125,943 shares of Carlyle Secured Lending common stock were outstanding and entitled to vote. This figure represents the full voting base used to determine quorum and approval thresholds for the Special Meeting proposal.

What was the quorum at Carlyle Secured Lending’s June 2026 Special Meeting?

A total of 35,809,435 Carlyle Secured Lending common shares were present or represented at the Special Meeting, constituting a quorum. Achieving a quorum means enough shares participated for the vote on the below-NAV issuance authorization to be valid.

How did Carlyle Secured Lending (CGBD) shareholders vote on issuing stock below NAV?

The proposal received 26,328,719 votes for, 7,457,315 against, and 2,023,401 abstentions. This voting outcome met the requisite approval standard, authorizing potential common stock sales below net asset value per share over the next 12 months, subject to limitations.

Does the Carlyle Secured Lending vote mean new shares will definitely be issued?

The approval permits, but does not require, Carlyle Secured Lending to issue common stock below net asset value per share. Any issuance would still need board approval and must follow limitations described in the proxy statement outlining this 12‑month authorization.

Filing Exhibits & Attachments

3 documents

Other Documents