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FS Specialty Lending Fund (NYSE: FSSL) shareholders back trustee slate

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

Rhea-AI Filing Summary

FS Specialty Lending Fund held its Annual Meeting of Shareholders on August 3, 2026, where all trustee nominees in the election proposal were elected. The meeting related to common shares of beneficial interest listed on the New York Stock Exchange under the symbol FSSL.

As of the June 8, 2026 record date, 75,917,731 shares were eligible to vote, and 53,890,877 shares were voted in person or by proxy. In the trustee election, Charles P. Pizzi received 42,836,728 votes for, 10,748,997 against and 305,152 withheld, while Pedro A. Ramos received 45,239,269 votes for, 8,348,291 against and 303,317 withheld, with no broker non-votes reported.

Positive

  • None.

Negative

  • None.
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 eligible to vote 75,917,731 shares Common shares of beneficial interest eligible to be voted as of record date June 8, 2026
Shares voted 53,890,877 shares Shares voted in person or by proxy at the Annual Meeting on August 3, 2026
Votes for Charles P. Pizzi 42,836,728 votes Votes cast in favor of trustee nominee Charles P. Pizzi
Votes against Charles P. Pizzi 10,748,997 votes Votes cast against trustee nominee Charles P. Pizzi
Votes for Pedro A. Ramos 45,239,269 votes Votes cast in favor of trustee nominee Pedro A. Ramos
Votes against Pedro A. Ramos 8,348,291 votes Votes cast against trustee nominee Pedro A. Ramos
Annual Meeting of Shareholders regulatory
"FS Specialty Lending Fund held its Annual Meeting of Shareholders on August 3, 2026"
A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.
record date regulatory
"As of June 8, 2026, the record date for the determination of shareholders"
The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.
broker non-votes regulatory
"The votes for, votes against, votes withheld and broker non-votes for each trustee nominee"
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.
definitive proxy statement regulatory
"the proposal, which was described in the Company’s definitive proxy statement filed"
A Definitive Proxy Statement is a detailed document that a company sends to its shareholders before a big meeting, like voting on important decisions. It explains what's being voted on and gives important information so shareholders can make informed choices. It matters because it helps shareholders understand and participate in key company decisions.
emerging growth company regulatory
"405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934. Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What did FS Specialty Lending Fund (FSSL) shareholders approve at the August 3, 2026 annual meeting?
Shareholders approved the election of all trustee nominees presented in the trustee election proposal. The meeting focused on voting for trustees, with nominees such as Charles P. Pizzi and Pedro A. Ramos each receiving strong support based on the reported vote totals.

How many FS Specialty Lending Fund (FSSL) shares were eligible and voted at the 2026 annual meeting?
A total of 75,917,731 shares were eligible to vote as of June 8, 2026, and 53,890,877 shares were actually voted. These shares of common beneficial interest were voted either in person or by proxy at the August 3, 2026 Annual Meeting.

What were the voting results for trustee nominee Charles P. Pizzi at FS Specialty Lending Fund (FSSL)?
Trustee nominee Charles P. Pizzi received 42,836,728 votes for, 10,748,997 votes against and 305,152 votes withheld, with 0 broker non-votes. These results indicate he was elected as a trustee based on the shareholder voting outcome reported.

What were the voting results for trustee nominee Pedro A. Ramos at FS Specialty Lending Fund (FSSL)?
Pedro A. Ramos received 45,239,269 votes for, 8,348,291 votes against and 303,317 votes withheld, with 0 broker non-votes. These recorded totals show that shareholders elected him as a trustee at the August 3, 2026 Annual Meeting.

When was the record date for FS Specialty Lending Fund (FSSL)'s 2026 Annual Meeting of Shareholders?
The record date for determining shareholders entitled to notice of and to vote at the Annual Meeting was June 8, 2026. Shareholders holding common shares of beneficial interest on that date could vote in person or by proxy at the August 3 meeting.

Did FS Specialty Lending Fund (FSSL) report any broker non-votes in the 2026 trustee elections?
No. The voting results table for trustee nominees Charles P. Pizzi and Pedro A. Ramos shows 0 broker non-votes for each nominee. All counted shares were categorized as votes for, votes against, or votes withheld in the election results.
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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

 

 

 

Source: View Original Filing on SEC EDGAR

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