Oaktree Specialty Lending (NASDAQ: OCSL) investors approve board and auditor

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Q: What was the record date and share count for Oaktree Specialty Lending Corporation’s (OCSL) 2026 annual meeting?

8-K Event Classification

What did Oaktree Specialty Lending Corporation (OCSL) stockholders decide at the 2026 annual meeting?

Who was elected to Oaktree Specialty Lending Corporation’s (OCSL) board at the 2026 meeting?

Which auditing firm did Oaktree Specialty Lending Corporation (OCSL) stockholders ratify for fiscal 2026?

What was the purpose of Oaktree Specialty Lending Corporation’s (OCSL) March 3, 2026 special meeting?

Why was Oaktree Specialty Lending Corporation’s (OCSL) March 3, 2026 special meeting adjourned?

The record date for the annual meeting was January 5, 2026. As of that date, 88,085,523 shares of the company’s common stock were outstanding and entitled to vote at the 2026 annual meeting of stockholders.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Oaktree Specialty Lending Corporation reported results from its 2026 annual meeting of stockholders. Stockholders elected John B. Frank (33,749,567 votes for, 2,303,930 withheld) and Bruce Zimmerman (33,868,064 votes for, 2,185,433 withheld) to serve as directors until the 2029 annual meeting, with 23,312,367 broker non-votes for each nominee.

Stockholders also ratified Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending September 30, 2026, with 58,021,388 votes for, 842,271 against, and 502,205 abstentions. A separate special meeting to consider authorizing common stock issuances below net asset value, up to 25% of then-outstanding shares, was adjourned due to lack of a quorum.

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.

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Accepted by SEC EDGAR 03/04/2026 - 04:05 PM

Stockholders elected two directors and ratified the auditor. They chose John B. Frank and Bruce Zimmerman as directors until the 2029 annual meeting and approved Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending September 30, 2026.

John B. Frank and Bruce Zimmerman were elected as directors. Frank received 33,749,567 votes for and 2,303,930 withheld, while Zimmerman received 33,868,064 votes for and 2,185,433 withheld, with 23,312,367 broker non-votes recorded for each nominee.

Stockholders ratified Ernst & Young LLP as the independent registered public accounting firm. The ratification received 58,021,388 votes for, 842,271 votes against, and 502,205 abstentions for the fiscal year ending September 30, 2026.

The special meeting was called to consider authorizing the company, with board approval, to issue common stock below net asset value per share, provided that the shares issued would not exceed 25% of the then outstanding common stock.

The special meeting was adjourned because there was no quorum. Not enough outstanding shares were present or represented by proxy to meet the quorum requirement, so stockholders did not vote on the proposal to authorize below–net asset value stock issuances.

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): March 4, 2026 (March 3, 2026)

Oaktree Specialty Lending Corporation

(Exact name of Registrant as specified in its charter)

Delaware

814-00755

26-1219283

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

333 South Grand Avenue, 28th Floor

Los Angeles, CA

90071

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (213) 830-6300

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 $0.01 per share

OCSL

The Nasdaq Stock Market LLC

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.

Annual Meeting

On March 3, 2026, Oaktree Specialty Lending Corporation (the “Company”) held its 2026 annual meeting of stockholders (the “Annual Meeting”). Set forth below are the two proposals voted upon by the Company’s stockholders at the Annual Meeting, as described in the Company’s proxy statement filed with the U.S. Securities and Exchange Commission on January 16, 2026, together with the voting results for each proposal. As of January 5, 2026, the record date for the Annual Meeting, 88,085,523 shares of the Company’s common stock were outstanding and entitled to vote.

Proposal 1. The Company’s stockholders elected the following nominees to serve on the Board of Directors of the Company until the 2029 annual meeting of stockholders and until his successor is duly elected and qualifies: John B. Frank and Bruce Zimmerman. The tabulation of votes was:


Name	Votes For		Withheld		Broker Non-Votes
John B. Frank		33,749,567		2,303,930		23,312,367
Bruce Zimmerman		33,868,064		2,185,433		23,312,367

Proposal 2. The Company’s stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2026, as set forth below.


Votes For	Votes Against	Abstain
58,021,388	842,271	502,205

Special Meeting

On March 3, 2026, the Company also held a special meeting of stockholders (the “Special Meeting”) to consider a proposal to authorize the Company, with the approval of the Board of Directors, to sell or otherwise issue shares of its common stock at a price below its then current net asset value per share, provided that the number of shares issued does not exceed 25% of its then outstanding common stock. The Special Meeting was adjourned, without voting upon the proposal, as not enough outstanding shares were present or represented by proxy to constitute the quorum required for the Special Meeting.

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

OAKTREE SPECIALTY LENDING CORPORATION

Date: March 4, 2026

/s/ Christopher McKown

Name: Christopher McKown

Title: Chief Financial Officer and Treasurer

3 documents