DEF: Blackstone Secured Lending Fund Schedules 2025 Annual Shareholder Meeting, Proposes Trustee Elections and Auditor Ratification

Blackstone Secured Lending Fund (BXSL) announced its 2025 Annual Meeting of Shareholders to be held virtually on September 25, 2025, where shareholders will vote on the election of three trustees and the ratification of Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2025.

Summary

• The 2025 Annual Meeting of Shareholders for Blackstone Secured Lending Fund (BXSL) will be held virtually on September 25, 2025, at 10:00 a.m. Eastern Time.
• Shareholders of record as of June 27, 2025, are entitled to vote at the meeting.
• Key proposals include the election of three Class I Trustees (Vikrant Sawhney, James F. Clark, and Vicki L. Fuller) for a three-year term expiring at the 2028 Annual Meeting.
• Shareholders will also vote on the ratification of Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2025.
• The Board of Trustees unanimously recommends voting FOR all proposed nominees and FOR the ratification of Deloitte & Touche LLP.
• As of June 27, 2025, the Company had 229,680,609 common shares of beneficial interest outstanding.
• The Company incurred base management fees of $116.6 million for the year ended December 31, 2024, with $32.3 million payable as of that date.
• Income-based incentive fees accrued were $150.1 million for the year ended December 31, 2024, with $38.7 million payable.
• No capital gains-based incentive fees were accrued for the year ended December 31, 2024.
• Administrative service expenses under the prior administration agreement totaled $2.6 million for the year ended December 31, 2024, with $1.5 million unpaid.
• Audit fees billed by Deloitte were $1,215,100 in 2024 and $1,160,000 in 2023.
• Audit-related fees were $355,000 in 2024 and $232,500 in 2023.
• Independent Trustees' compensation was updated effective April 1, 2024, increasing annual pay to $200,000 (from $150,000) and Audit Committee Chairperson pay to $15,000 (from $10,000).
• The Company purchased a loan from QIA FIG Glass Holding Limited, a 5% shareholder, with a par value of $3.4 million for a total cash purchase price of $3.4 million for the year ended December 31, 2024.

Sentiment

Score: 5

Explanation: The document is a neutral, procedural SEC filing (DEF 14A) primarily focused on corporate governance, annual meeting logistics, and routine approvals. It contains no significant positive or negative news regarding financial performance or strategic shifts, maintaining a neutral sentiment.

Positives

• The Board of Trustees unanimously recommends voting FOR the election of all proposed nominees and the ratification of Deloitte & Touche LLP, indicating internal alignment.
• The Company has adopted robust corporate governance policies, including a Code of Business Conduct and Ethics, corporate governance guidelines, and a clawback policy.
• The Board's leadership structure, with an Interested Trustee as Chairperson and all committees chaired by Independent Trustees, is deemed appropriate and provides for informed and independent exercise of responsibilities.
• The Audit Committee is composed entirely of independent trustees and has a designated financial expert, Robert Bass, ensuring strong financial oversight.
• The Company has received an exemptive order from the SEC for co-investment with affiliates, allowing for broader investment opportunities under specific terms and conditions.

Negatives

• No specific negative financial or operational results were highlighted in this procedural filing.
• The document does not provide detailed financial performance metrics beyond fee structures, limiting a comprehensive financial assessment.

Risks

• The Board's risk oversight function cannot eliminate all risks or ensure that particular events do not adversely affect the value of investments.
• The Company is subject to the Control Share Statute in Delaware, which limits the voting ability of holders of control beneficial interests above certain thresholds unless other shareholders vote to reinstate those rights.
• The Control Share Statute requires shareholders to disclose any control share acquisition to the Company within 10 days of such acquisition and provide related information upon request.

Future Outlook

The document primarily focuses on past fiscal year performance for fee calculations and future procedural matters like the annual meeting and trustee elections. It does not provide specific forward-looking financial guidance or strategic outlook beyond the routine business of the company.

Management Comments

• "Your vote is very important to us. The Board of Trustees of the Company unanimously recommends that you (i) vote FOR the election of the nominees proposed by the Board of Trustees and (ii) vote FOR the proposal to ratify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2025."
• "No matter how many or few shares you own, your vote and participation are very important to us."
• "We are not aware of any other business, or any other Nominees for election as Trustees, that may properly be brought before the Meeting."
• "The Board of Trustees has determined that its leadership structure is appropriate in light of the Company’s circumstances and provides for the informed and independent exercise of its responsibilities."
• "We believe that the role of our Board in risk oversight is effective and appropriate given the extensive regulation to which we are already subject as a BDC."

Industry Context

This DEF 14A filing is a standard annual proxy statement for a publicly traded Business Development Company (BDC) like Blackstone Secured Lending Fund. It reflects routine corporate governance practices, including the election of board members and the ratification of auditors, which are common across the BDC and broader financial services industry. The mention of co-investment relief and related party transactions highlights the complex inter-company relationships common within large financial groups like Blackstone, which manage multiple funds and entities.

Comparison to Industry Standards

• The virtual meeting format aligns with a growing industry trend towards digital shareholder engagement, enhancing accessibility for a broader base of investors.
• The composition of the Board of Trustees, with a majority of Independent Trustees and all committees chaired by Independent Trustees, meets or exceeds typical corporate governance best practices for publicly traded companies and BDCs.
• The compensation structure for Independent Trustees, including annual retainers and meeting fees, is standard for the industry, with the recent increase reflecting competitive compensation for experienced board members.
• The detailed disclosure of audit and audit-related fees, along with the Audit Committee's report, demonstrates adherence to SEC and NYSE transparency requirements, consistent with industry standards for public companies.
• The adoption of a clawback policy, even without current incentive compensation for covered executives, demonstrates proactive compliance with NYSE Listed Company Manual Section 303A.14, aligning with evolving corporate governance expectations.

Corporate Governance

Related Party Transactions

• The Company purchased a loan from QIA FIG Glass Holding Limited (a 5% shareholder and related person) with a par value of $3.4 million for a total cash purchase price of $3.4 million for the year ended December 31, 2024.
• The Company co-invests with certain affiliates of Blackstone and the Advisers, operating under an SEC exemptive order and approved co-investment policies and procedures.
• The Advisers and Administrators are reimbursed for certain expenses as they occur, as per the Advisory Agreements and Administration Agreements.
• For the year ended December 31, 2024, $32.3 million in management fees and $38.7 million in income-based incentive fees were payable to Blackstone Credit BDC Advisors LLC.
• For the year ended December 31, 2024, $2.6 million in expenses were incurred under the prior administration agreement with Blackstone Alternative Credit Advisors LP, with $1.5 million unpaid and included in Due to affiliates.

Stakeholder Impact

• **Shareholders:** Will participate in the annual meeting to elect trustees and ratify the auditor, influencing corporate governance. The virtual format enhances accessibility. The Control Share Statute could limit voting rights for large beneficial owners.
• **Management/Trustees:** The compensation for Independent Trustees has increased, potentially improving retention and motivation. Interested Trustees and officers employed by Blackstone Credit & Insurance receive no direct compensation from the Company but benefit from financial interests in the Advisers.
• **Auditors:** Deloitte & Touche LLP's appointment is up for ratification, confirming their ongoing role in ensuring financial statement integrity.
• **Advisers/Administrators (Blackstone Private Credit Strategies LLC, Blackstone Credit BDC Advisors LLC, Blackstone Alternative Credit Advisors LP):** The reorganization of advisory and administration agreements clarifies their roles and ensures continuity of services, with no change in aggregate fees paid by the Company. They continue to receive significant management and incentive fees.

Next Steps

• Shareholders are encouraged to vote on the proposals for the 2025 Annual Meeting by Internet, telephone, or mail by September 24, 2025.
• The 2025 Annual Meeting of Shareholders will be held virtually on September 25, 2025.
• The elected Class I Trustees will hold office until the Company's 2028 Annual Meeting of Shareholders.
• The Audit Committee will consider the shareholder vote on auditor ratification in determining whether to appoint Deloitte for the succeeding fiscal year if the appointment is not ratified.
• Shareholders wishing to submit proposals for the 2026 annual meeting must do so by March 4, 2026, for inclusion in the proxy statement, or between April 28, 2026, and May 28, 2026, under the Company's Bylaws.

Key Dates

Keywords

Proxy Statement, Annual Meeting, Shareholder Vote, Trustee Election, Auditor Ratification, Corporate Governance, SEC Filing, Blackstone Secured Lending Fund, BXSL, Investment Management, Financial Reporting, Risk Management, Deloitte & Touche LLP, Control Share Statute, Related Party Transactions