false
0002065812
0002065812
2026-08-03
2026-08-03
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 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): August 3, 2026
FS
Specialty Lending Fund
(Exact name
of Registrant as specified in its charter)
Delaware (State
or other jurisdiction of
incorporation) | |
811-24080 (Commission File
Number) | |
27-6822130
(I.R.S.
Employer Identification
No.) |
3025
JFK Boulevard, OFC 500 Philadelphia,
Pennsylvania (Address
of principal executive offices) | |
19104 (Zip
Code) |
Registrant’s
telephone number, including area code: (215)
495-1150
None
(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:
| ¨ | 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 class |
|
Trading
Symbol(s) |
|
Name of each exchange
on which
registered |
| Common shares,
$0.001 par value per share |
|
FSSL |
|
New York
Stock Exchange |
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. |
FS Specialty Lending Fund (the “Company”)
held its Annual Meeting of Shareholders (the “Annual Meeting”) on August 3, 2026. As of June 8, 2026, the record date (the
“Record Date”) for the determination of shareholders entitled to notice of, and to vote at, the Annual Meeting, 75,917,731
shares of the Company’s common shares of beneficial interest (“Shares”) were eligible to be voted in person
or by proxy. Of the eligible Shares to be voted, 53,890,877 were voted in person or by proxy at the Annual Meeting.
Shareholders were asked to consider and act upon
the following proposal, which was described in the Company’s definitive proxy statement filed with the Securities and Exchange
Commission on June 9, 2026:
| · | Proposal
No. 1 – elect the following individuals as Class I Trustees, each of whom has
been nominated for election for a three-year term expiring at the 2029 annual meeting of
shareholders: (a) Charles P. Pizzi and (b) Pedro A. Ramos (the “Trustee Election
Proposal”). |
All trustee nominees listed in the Trustee Election
Proposal were elected by the Company’s shareholders at the Annual Meeting. The votes for, votes against, votes withheld
and broker non-votes for each trustee nominee are set forth below:
| Trustee Nominee | |
Votes For | | |
Votes Against | | |
Votes Withheld | | |
Broker
Non-Votes | |
| Charles P. Pizzi | |
| 42,836,728 | | |
| 10,748,997 | | |
| 305,152 | | |
| 0 | |
| Pedro A. Ramos | |
| 45,239,269 | | |
| 8,348,291 | | |
| 303,317 | | |
| 0 | |
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:
August 6, 2026 |
By: |
/s/ Stephen Sypherd |
| |
|
Stephen
Sypherd |
| |
|
General
Counsel |