DEF 14A: Carlyle Credit Income Fund to Hold Annual Shareholder Meeting on September 5, 2024

Carlyle Credit Income Fund will hold its annual shareholder meeting virtually on September 5, 2024, to elect trustees and transact other business.

Summary

• Carlyle Credit Income Fund will hold its Annual Meeting of Shareholders virtually on September 5, 2024, at 10:00 a.m. Eastern Time.
• The meeting's purposes include electing one Class II Trustee to serve until 2026 and two Class III Trustees to serve until 2027.
• Shareholders of record as of July 9, 2024, are entitled to vote at the meeting.
• The Board of Trustees recommends voting for the election of Mses. Basmadjian and McCabe and Mr. Handa.
• As of the record date, there were 13,364,911 Common Shares and 2,080,000 Preferred Shares outstanding.
• The Fund has engaged Broadridge Financial Solutions, Inc. to assist in proxy solicitation, with an estimated cost of $39,061 plus expenses.
• Shareholders can vote online, by phone, or by mail using the provided proxy card.
• The Board is composed of five Trustees, three of whom are Independent Trustees.
• The Audit Committee is responsible for selecting the independent registered public accounting firm and reviewing the Fund's internal controls.
• The Nominating and Governance Committee is responsible for selecting and nominating trustees for election by shareholders.
• The Independent Trustees Committee is responsible for addressing conflict of interest matters.
• The Fund's independent registered public accounting firm is Ernst & Young LLP (EY).
• The Board has named Jennifer Juste and Nelson Joseph to serve as proxies.

Sentiment

Score: 7

Explanation: The document is a standard proxy statement, which is generally neutral in tone. It provides necessary information for shareholders to make informed decisions regarding the election of trustees and other matters. The sentiment is slightly positive due to the clear communication and adherence to corporate governance best practices.

Positives

• The Board of Trustees is actively involved in the oversight of the Fund, with a majority of Independent Trustees.
• The Fund has established committees (Audit, Nominating and Governance, and Independent Trustees) to handle specific responsibilities and potential conflicts of interest.
• Shareholders have multiple options for voting, including online, phone, and mail.
• The Fund provides detailed information about the nominees and trustees, including their experience and qualifications.
• The Fund has a process for shareholders to communicate with the Board.
• The Audit Committee has a charter outlining its responsibilities and meets regularly.
• The Nominating and Governance Committee considers diversity when selecting nominees.
• The Independent Trustees Committee addresses conflict of interest matters.

Negatives

• The Fund will pay approximately $39,061 plus expenses to Broadridge Financial Solutions, Inc. for proxy solicitation.
• Interested Trustees are affiliated with the Adviser, which could present potential conflicts of interest, although the Board believes the committee structure addresses these.
• The Fund's leadership structure has an Interested Trustee serving as Chair of the Board, which could raise concerns about independence, although the Board believes the committee structure addresses any potential conflicts of interest.

Risks

• Potential conflicts of interest may arise due to the affiliation of some Trustees with the Adviser.
• The Fund's reliance on third-party service providers (e.g., administrator, transfer agent) introduces operational risks.
• The Fund's activities are subject to regulatory oversight and compliance risks.
• The Fund's investment performance is subject to market risks and other factors beyond the control of the Fund and the Adviser.
• The Fund may face challenges in identifying and managing all risks associated with its activities.
• The Fund's internal processes and controls may not eliminate or mitigate all risks.

Future Outlook

The document outlines the upcoming Annual Meeting and the election of trustees, but does not provide specific forward-looking statements regarding the Fund's financial performance or future operations beyond the meeting's agenda.

Management Comments

• The Board of Trustees recommends voting FOR the election of Mses. Basmadjian and McCabe and Mr. Handa.
• 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 Funds business.

Industry Context

This announcement is typical for registered investment companies and outlines the necessary steps for corporate governance, including the election of trustees and shareholder voting. It reflects standard practices within the investment management industry to ensure compliance with regulatory requirements and shareholder engagement.

Comparison to Industry Standards

• The structure of the Board, with a mix of Independent and Interested Trustees, is common in the investment management industry.
• The establishment of committees such as the Audit Committee, Nominating and Governance Committee, and Independent Trustees Committee aligns with best practices for corporate governance in investment companies.
• The process for shareholder communication and proxy voting is consistent with industry standards.
• The disclosure of fees paid to the independent registered public accounting firm and other service providers is a standard practice.
• The information provided about the nominees and trustees, including their experience and qualifications, is typical for proxy statements.

Management Changes

Corporate Governance

Stakeholder Impact

• Shareholders are directly impacted by the election of trustees and other matters voted on at the Annual Meeting.
• The Fund's performance and governance practices impact shareholders' investment returns.
• The Fund's service providers (e.g., Adviser, administrator, auditor) are impacted by the Fund's operations and governance.
• The Fund's activities are subject to regulatory oversight, which impacts compliance and risk management.

Next Steps

• Shareholders should review the proxy statement and vote on the proposals.
• The Fund will hold the Annual Meeting of Shareholders on September 5, 2024.
• The Fund will announce the voting results in its Semi-Annual Report for the period ending September 30, 2024.

Key Dates

Keywords

Trustees, Shareholders, Proxy, Fund, Board, Audit Committee, Election, Meeting, Carlyle Credit Income Fund, Nominees