FS Specialty Lending Fund shareholders back Proposal 3 at Special Meeting
FS Specialty Lending Fund reported results of its Special Meeting of Shareholders held on October 14, 2025. Shareholders voted on Proposal 3, as described in the joint proxy statement/prospectus included in an effective registration statement on Form N-14 (File No. 333-286859).
Proposal 3 was approved with 35,549,665 votes for, 945,756 against, and 2,081,379 abstentions. As of the June 30, 2025 record date, 75,917,729.87 common shares of beneficial interest were eligible to vote, and 38,576,800 shares were voted in person or by proxy.
The filing notes this approval occurs in connection with a Reorganization addressed in the N-14 materials. Shareholders were directed to the SEC’s website for free copies of the joint proxy statement/prospectus and related documents.
Positive
- None.
Negative
- None.
Insights
Shareholders approved Proposal 3 tied to a reorganization.
FS Specialty Lending Fund disclosed that Proposal 3 passed at the October 14, 2025 Special Meeting. The measure relates to a Reorganization described in a Form N-14 joint proxy statement/prospectus. Approval tallied 35,549,665 for, 945,756 against, and 2,081,379 abstentions.
Voting mechanics show 75,917,729.87 shares were eligible as of June 30, 2025, with 38,576,800 shares voted. The approval follows solicitation materials mailed to shareholders and aligns with prior meetings adjourned to October 14, 2025.
Investor impact depends on the specific reorganization terms set forth in File No. 333-286859. Subsequent disclosures and implementation steps, if any, would be governed by those documents.
8-K Event Classification
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| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
FS Specialty Lending Fund (the “Fund”) held its Special Meeting of Shareholders (the “Special Meeting”) on October 14, 2025. As of June 30, 2025, the record date (the “Record Date”) for the determination of shareholders entitled to notice of, and to vote at, the Special Meeting, 75,917,729.87 common shares of beneficial interest were eligible to be voted in person or by proxy. Of the eligible common shares to be voted, 38,576,800 were voted in person or by proxy at the Special Meeting.
Shareholders were asked to consider and act upon the following proposal, which was described in the Fund’s joint proxy statement/prospectus in an effective registration statement on Form N-14 (File No. 333-286859) filed with the Securities and Exchange Commission (the “SEC”) on July 2, 2025:
| ● | Proposal 3 – to approve the Agreement and Plan of Reorganization (the “Reorganization”), dated as of April 22, 2025, among the Fund, New FS Specialty Lending Fund (the “Successor Fund”), a newly formed statutory trust organized under the laws of the State of Delaware, and, for the limited purposes set forth therein, FS/EIG Advisor, LLC, a Delaware limited liability company and investment adviser to the Fund. |
Proposal 3 was approved at the Special Meeting. The votes for, votes against and abstentions are set forth below:
| Votes For | Votes Against | Abstentions | ||||||||||
| Proposal 3 | 35,549,665 | 945,756 | 2,081,379 | |||||||||
ADDITIONAL INFORMATION AND WHERE TO FIND IT
In connection with approval by shareholders of the Fund of the Reorganization, which occurred at a shareholder meetings held on September 26, 2025 and adjourned to October 14, 2025, the Successor Fund filed with the SEC solicitation materials in the form of a joint proxy statement/prospectus included in an effective registration statement on Form N-14 (File No. 333-286859), which joint proxy statement/prospectus was mailed to shareholders of the Fund. Information regarding the identity of potential participants in such solicitation, and their direct or indirect interests in the Fund, by security holdings or otherwise, were set forth in the definitive joint proxy statement/prospectus and the proxy statement and any other materials filed with the SEC in connection with the Fund's 2024 annual meeting of shareholders. The proxy statement/prospectus and other relevant documents filed with the SEC contain important information about the Reorganization, the Fund and the Successor Fund. Free copies of the joint proxy statement/prospectus and other documents are available on the SEC's web site at www.sec.gov.
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| FS Specialty Lending Fund | ||
| Date: October 14, 2025 | By: | /s/ Stephen S. Sypherd |
| Stephen S. Sypherd | ||
| General Counsel | ||