DEF 14A: Morgan Stanley Direct Lending Fund Announces 2024 Annual Meeting of Stockholders

Morgan Stanley Direct Lending Fund will hold its 2024 Annual Meeting of Stockholders virtually on June 3, 2024, to elect two directors and ratify the selection of Deloitte & Touche LLP as its independent registered public accounting firm.

Summary

• Morgan Stanley Direct Lending Fund (MSDLF) is holding its 2024 Annual Meeting of Stockholders virtually on June 3, 2024.
• Stockholders will vote on the election of two directors, Jeffrey S. Levin and Joan Binstock, each for a three-year term expiring in 2027.
• The meeting will also include a vote to ratify the selection of Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2024.
• The Board of Directors unanimously recommends voting FOR the election of the director nominees and FOR the ratification of Deloitte & Touche LLP.
• The record date for determining stockholders eligible to vote at the meeting was April 4, 2024.
• As of the record date, there were 88,894,490 shares of common stock outstanding and entitled to vote.
• The company has elected to provide proxy materials online, with a Notice of Internet Availability distributed on or about April 23, 2024.
• The cost of Broadridge Financial Solutions Inc.'s services with respect to the Company is estimated to be approximately $50,000 plus reasonable out-of-pocket expenses.

Sentiment

Score: 7

Explanation: The document is a standard proxy statement, presenting information in a neutral and informative tone. The recommendations from the board are positive, but overall, the sentiment is balanced and factual.

Positives

• The Board of Directors unanimously recommends voting FOR the election of the director nominees and FOR the ratification of Deloitte & Touche LLP.
• The Audit Committee has pre-approved the permitted audit, audit-related, tax, and other services to be provided by Deloitte.

Risks

• The document mentions potential conflicts of interest when an Interested Director is Chair of the Board, but believes these potential conflicts are offset by strong corporate governance policies.
• The Company may become party to certain lawsuits in the ordinary course of business, including proceedings relating to the enforcement of our rights under contracts with our portfolio companies.

Future Outlook

The Board intends to re-examine its corporate governance policies on an ongoing basis to ensure that they continue to meet the company's needs.

Management Comments

• Our Board of Directors unanimously recommends that you vote FOR the election of both of our director nominees and FOR the ratification of our selection of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024.

Industry Context

This announcement is typical for publicly traded companies, outlining the agenda and procedures for the annual meeting where stockholders exercise their voting rights on key corporate matters.

Comparison to Industry Standards

• The director compensation structure is comparable to other BDCs of similar size.
• The fee structure with the investment advisor is standard within the BDC industry.
• The virtual meeting format is increasingly common, aligning with trends in corporate governance and technology.

Management Changes

Legal Proceedings

• The Company may become party to certain lawsuits in the ordinary course of business, including proceedings relating to the enforcement of our rights under contracts with our portfolio companies.

Related Party Transactions

• The Company has an Investment Advisory Agreement with MS Capital Partners Adviser Inc., where it pays fees for investment advisory and management services.
• The Company has an Administration Agreement with MS Private Credit Administrative Services LLC, where it pays for administrative services.
• Morgan Stanley & Co. LLC served as a lead book-runner in connection with the initial public offering and received underwriting fees.

Stakeholder Impact

• Shareholders are asked to vote on key decisions regarding the company's direction and oversight.
• The outcome of the votes will influence the composition of the Board and the selection of the independent auditor.
• The company's performance and governance practices impact the value of shareholder investments.

Next Steps

• Stockholders are encouraged to vote their shares as soon as possible.
• Stockholders can participate in the virtual meeting on June 3, 2024.
• The Board will continue to monitor and re-examine its corporate governance policies.

Key Dates

Keywords

Annual Meeting, Proxy Statement, Board of Directors, Director Election, Deloitte & Touche LLP, Stockholders, Corporate Governance, MSDLF, Morgan Stanley Direct Lending Fund