Morgan Stanley Direct Lending OKs 2026 proposals

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What did Morgan Stanley Direct Lending Fund (MSDL) report in this 8-K?

How many Morgan Stanley Direct Lending Fund shares were eligible to vote?

Was a quorum present at Morgan Stanley Direct Lending Fund’s 2026 Annual Meeting?

Which directors were elected at MSDL’s 2026 Annual Meeting and with how many votes?

Did Morgan Stanley Direct Lending Fund stockholders approve the auditor for 2026?

What is the role of Deloitte & Touche LLP for Morgan Stanley Direct Lending Fund?

Morgan Stanley Direct Lending Fund reported the results of its 2026 Annual Meeting of Stockholders.

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Morgan Stanley Direct Lending Fund reported the results of its 2026 Annual Meeting of Stockholders. As of the April 6, 2026 record date, 85,261,312 common shares were outstanding and entitled to vote, and 51,663,943 shares were present or represented by proxy, establishing a quorum.

Stockholders elected David N. Miller and Kevin Shannon as directors for three-year terms. Miller received 19,777,562 votes for, 707,103 against and 296,119 abstentions, while Shannon received 14,855,342 for, 5,626,081 against and 299,361 abstentions. Stockholders also ratified Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026, with 50,452,826 votes for, 830,144 against and 380,973 abstentions.

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

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: 85,261,312 shares Shares present or by proxy: 51,663,943 shares Votes for David N. Miller: 19,777,562 votes +3 more

6 metrics

Shares outstanding entitled to vote 85,261,312 shares Common stock as of April 6, 2026 record date

Shares present or by proxy 51,663,943 shares Quorum at 2026 Annual Meeting

Votes for David N. Miller 19,777,562 votes Director election at 2026 Annual Meeting

Votes for Kevin Shannon 14,855,342 votes Director election at 2026 Annual Meeting

Auditor ratification for votes 50,452,826 votes Ratification of Deloitte & Touche LLP for FY ending Dec 31, 2026

Auditor ratification against votes 830,144 votes Opposing votes on Deloitte & Touche LLP ratification

Annual Meeting of Stockholders, quorum, broker non-votes, independent registered public accounting firm, +1 more

5 terms

Annual Meeting of Stockholders financial

"On June 1, 2026, Morgan Stanley Direct Lending Fund ... held its 2026 Annual Meeting of Stockholders"

quorum financial

"51,663,943 shares of common stock ... were present or represented by proxy at the Annual 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 financial

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.

independent registered public accounting firm financial

"To ratify the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

record date financial

"As of April 6, 2026, the record date for the Annual Meeting"

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.

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The company reported results of its 2026 Annual Meeting of Stockholders. It detailed quorum levels, director election outcomes, and ratification of Deloitte & Touche LLP as independent auditor for the fiscal year ending December 31, 2026.

A total of 85,261,312 common shares were outstanding and entitled to vote as of April 6, 2026. This figure defines the maximum voting base for the 2026 Annual Meeting of Stockholders and underpins the percentage support for each proposal.

Yes, a quorum was present, with 51,663,943 shares of common stock represented in person or by proxy. This satisfied meeting requirements and allowed voting on directors and the auditor ratification proposal to proceed as scheduled.

Stockholders elected David N. Miller and Kevin Shannon to three-year terms. Miller received 19,777,562 votes for, 707,103 against, and 296,119 abstentions, while Shannon received 14,855,342 for, 5,626,081 against, and 299,361 abstentions, plus broker non-votes in each case.

Yes, stockholders ratified Deloitte & Touche LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, with 50,452,826 votes for, 830,144 against, and 380,973 abstentions, and no broker non-votes reported on this proposal.

Deloitte & Touche LLP was ratified as the company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. This firm audits financial statements, providing assurance on accuracy and compliance with applicable accounting and reporting standards.

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Accepted by SEC EDGAR 06/02/2026 - 04:24 PM EDT

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): June 1, 2026

Morgan Stanley Direct Lending Fund

(Exact name of registrant as specified in its charter)

Delaware

814-01332

84-2009506

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification Number)

1585 Broadway

New York, NY

10036

(Address of principal executive offices)

(Zip Code)

1 (212) 761-4000

(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:

☐	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 Stock, par value $0.001 per share	MSDL	The 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.

On June 1, 2026, Morgan Stanley Direct Lending Fund (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). As of April 6, 2026, the record date for the Annual Meeting, there were 85,261,312 shares of common stock of the Company outstanding and entitled to vote. 51,663,943 shares of common stock of the Company were present or represented by proxy at the Annual Meeting, constituting a quorum.

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

Proposal 1. To elect each of David N. Miller and Kevin Shannon as a director, each to serve for a three-year term and until his successor is duly elected and qualified or until his earlier resignation, removal, death or incapacity.


Nominees	For	Against	Abstain	Broker Non-Votes
1a. David N. Miller	19,777,562	707,103	296,119	30,883,159
1b. Kevin Shannon	14,855,342	5,626,081	299,361	30,883,159

Proposal 2. To ratify the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026:


For	Against	Abstain	Broker Non-Votes
50,452,826	830,144	380,973	—

SIGNATURE

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.

Source: View Original Filing on SEC EDGAR

Dated: June 2, 2026

MORGAN STANLEY DIRECT LENDING FUND

/s/ Orit Mizrachi

Orit Mizrachi

Co-President and Chief Operating Officer

3 documents