DEF: Carlyle Credit Income Fund Schedules 2025 Annual Meeting, Seeks Re-election of Key Trustees

Carlyle Credit Income Fund announces its virtual Annual Meeting of Shareholders for September 4, 2025, to elect two Class I Trustees and address corporate governance matters.

Summary

• The Annual Meeting of Shareholders for Carlyle Credit Income Fund will be held virtually on September 4, 2025, at 10:00 a.m. Eastern Time.
• Shareholders will vote to elect two Class I Trustees, Mark Garbin and Nishil Mehta, to serve a three-year term expiring in 2028.
• The record date for shareholders entitled to vote at the meeting is July 8, 2025.
• As of the record date, there were 21,157,035 Common Shares outstanding and 2,103,517 Preferred Shares outstanding.
• The Fund's Board of Trustees, currently comprised of five members (three independent), unanimously recommends voting for the re-election of Mr. Garbin and Mr. Mehta.
• The Fund's most recent annual report, including audited financial statements for the year ended September 30, 2024, is available upon request.
• Broadridge Financial Solutions, Inc. has been engaged for proxy solicitation, with estimated costs of approximately $28,504 plus out-of-pocket expenses.
• Grant Thornton LLP was dismissed as the independent registered public accountants on July 17, 2023, and Ernst & Young LLP (EY) was selected for the fiscal year ended September 30, 2024.
• EY billed $288,000 in Audit Fees for the fiscal year ended September 30, 2024, and $271,000 for the period from July 17, 2023, to September 30, 2023.
• Independent Trustees Sanjeev Handa, Mark Garbin, and Joan McCabe received compensation of $45,000, $40,000, and $40,000 respectively for the fiscal year ended September 30, 2024, while interested Trustees received no compensation from the Fund.
• Eagle Point Credit Management LLC beneficially owned 20.09% of Preferred Shares, and The Carlyle Group beneficially owned 22.91% of Common Shares as of July 11, 2025.

Sentiment

Score: 7

Explanation: The document outlines standard and robust corporate governance procedures, including the re-election of experienced trustees and comprehensive oversight mechanisms. There are no negative financial or operational disclosures, indicating stability and adherence to regulatory requirements.

Positives

• The Fund is maintaining a robust corporate governance structure with three independent trustees out of five board members.
• Key board committees (Audit, Nominating and Governance, Independent Trustees) are composed entirely of independent trustees, enhancing oversight and mitigating conflicts of interest.
• The Board actively engages in risk oversight, receiving regular reports on investment performance, compliance, and operational risks.
• The Audit Committee has reviewed and recommended the Fund's audited financial statements for inclusion in the annual report, indicating financial transparency and adherence to accounting standards.

Risks

• Not all risks that may affect the Fund can be identified or processes and controls developed to eliminate or mitigate their occurrence or effects, and some risks are beyond the control of the Fund, the Adviser, and the Fund's other service providers.

Future Outlook

The document primarily outlines the procedural aspects of the upcoming Annual Meeting, focusing on the re-election of Class I Trustees and ongoing corporate governance. It does not provide specific forward-looking financial guidance or strategic business outlook beyond the continuation of the Fund's current operational and oversight framework.

Management Comments

• The Board believes that it is in the best interests of Fund shareholders for Ms. Basmadjian to serve as Chair of the Board because of her significant experience in matters of relevance to the Fund's business.
• The Board believes that flexibility to determine its chair and to recognize its leadership structure is in the best interests of the Fund and its shareholders at this time.
• The Board believes that its leadership structure is the optimal structure for the Fund at this time.
• The Board believes that the Fund has robust internal processes in place and a strong internal control environment to identify and manage risks.

Industry Context

This proxy statement is a routine governance disclosure for a publicly traded investment fund, Carlyle Credit Income Fund, which is part of the larger Carlyle Group Inc.'s Global Credit platform. The focus on the re-election of trustees, including those with extensive experience in highly regulated financial markets, structured credit, and CLO investing, aligns with the specialized nature of credit income funds within the broader asset management industry. The detailed disclosure of board committee structures and risk oversight mechanisms reflects standard practices for investment companies operating under SEC regulations, emphasizing transparency and investor protection.

Comparison to Industry Standards

• The Fund's board composition, with three out of five trustees being independent, aligns with or exceeds typical corporate governance recommendations for investment companies, promoting independent oversight.
• The establishment of dedicated Audit, Nominating and Governance, and Independent Trustees Committees, all comprised solely of independent trustees, demonstrates a commitment to strong governance practices comparable to leading funds in the investment management sector.
• The detailed disclosure of trustee qualifications, including extensive experience in corporate balance sheet and income statement risk management, derivatives, and highly regulated financial markets, indicates a board with relevant expertise for a credit income fund, similar to the caliber of boards at comparable entities like BlackRock Capital Investment Corporation (NASDAQ: BKCC) or Ares Capital Corporation (NASDAQ: ARCC).
• The compensation structure for independent trustees, while interested trustees receive no direct compensation from the Fund, is a common practice in the investment fund industry to maintain independence and align interests.

Management Changes

Corporate Governance

Related Party Transactions

• Nishil Mehta and Lauren Basmadjian are considered 'interested persons' of the Fund due to their affiliation with Carlyle Global Credit Investment Management, the Fund's investment adviser.
• The Carlyle Group, Inc., the ultimate parent company of the investment adviser, beneficially owned 22.91% of the Fund's Common Shares as of July 11, 2025.
• The Independent Trustees Committee is responsible for addressing conflict of interest matters, including the approval of certain co-investment transactions conducted by the Fund in reliance on co-investment exemptive relief with other funds advised by the Fund's adviser or its affiliates.

Stakeholder Impact

• Shareholders: Will participate in the election of trustees, influencing the Fund's governance and oversight. They will also receive the Fund's annual report with voting results.
• Employees (of the Adviser and service providers): Subject to the Fund's Whistleblower Policy regarding accounting or auditing matters, allowing for confidential submission of concerns.

Next Steps

• Shareholders are requested to complete and return their proxy cards promptly to vote on the election of Class I Trustees.
• The Annual Meeting of Shareholders will be held virtually on September 4, 2025, at 10:00 a.m. Eastern Time.
• The Fund's Annual Report for the fiscal year ending September 30, 2025, will inform shareholders of the voting results from the meeting.

Key Dates

Recommendation

Keywords

Carlyle Credit Income Fund, SEC filing, DEF 14A, Proxy Statement, Annual Meeting, Board of Trustees, Trustee Election, Corporate Governance, Audit Committee, Independent Trustees, Shareholder Vote, Financial Reporting, Risk Oversight, Carlyle Global Credit Investment Management, Ernst & Young LLP