DEF: Morgan Stanley Direct Lending Fund Announces 2025 Annual Meeting of Stockholders

Morgan Stanley Direct Lending Fund will hold its 2025 Annual Meeting of Stockholders virtually on June 2, 2025, to elect two directors and ratify the selection of Deloitte & Touche LLP as the independent registered public accounting firm.

Summary

• Morgan Stanley Direct Lending Fund (MSDLF) is holding its 2025 Annual Meeting of Stockholders virtually on June 2, 2025.
• Stockholders will vote on the election of two directors, each for a three-year term expiring in 2028.
• The nominees are Bruce D. Frank and Adam Metz, both currently serving as directors.
• Stockholders will also vote to ratify the selection of Deloitte & Touche LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2025.
• 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 is April 4, 2025.
• As of the record date, there were 87,920,526 shares of common stock outstanding and entitled to vote.
• The meeting will be held online at www.virtualshareholdermeeting.com/MSDLF2025.
• D.F. King & Co., Inc. has been retained to assist in soliciting proxies for an estimated fee of $15,000, plus reimbursement of expenses.
• Broadridge Financial Solutions Inc. is assisting in the distribution of proxy materials and tabulation of proxies for an estimated cost of approximately $50,000 plus expenses.

Sentiment

Score: 7

Explanation: The document is a standard proxy statement, which is generally neutral in tone. The board's recommendations are positive, but the overall sentiment is driven by the routine nature of the information presented.

Positives

• The Board of Directors unanimously recommends voting FOR the election of the director nominees and FOR the ratification of Deloitte & Touche LLP.
• The company has established Audit, Nominating and Corporate Governance, and Compensation Committees, each comprised solely of Independent Directors.
• The company has adopted a Code of Ethics for Principal Executive and Senior Financial Officers under the Sarbanes-Oxley Act of 2002.
• The company has adopted Corporate Governance Guidelines which apply to, among other things, the authority and duties of the directors, the composition of the Board and the role of the Chairman of the Board.
• The company has adopted an Insider Trading Policy that governs the purchase, sale, and/or any other dispositions of our securities by directors, officers, employees and other covered persons and is designed to promote compliance with insider trading laws, rules and regulations, and listing standards applicable to us.

Negatives

• David N. Miller, the Chair of the Board, is an interested person due to his position at Morgan Stanley, which could present potential conflicts of interest.
• None of the company's executive officers receive direct compensation from the company, which could raise questions about alignment of incentives.

Risks

• The proxy statement notes potential conflicts of interest arising from Interested Directors.
• 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.
• The company is subject to extensive regulation as a BDC, which could impact its business and operations.

Future Outlook

The Board intends to re-examine its corporate governance policies on an ongoing basis to ensure 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, 2025.

Industry Context

As a Business Development Company (BDC), Morgan Stanley Direct Lending Fund operates under specific regulatory requirements, including limitations on indebtedness and investment in qualifying assets, which are common within the BDC industry.

Comparison to Industry Standards

• The proxy statement mentions compensation paid to directors of other BDCs of similar size, suggesting a benchmark against industry standards.
• The company's corporate governance policies, including the establishment of independent committees and a chief compliance officer, align with best practices for BDCs and other regulated investment companies.
• The fees paid to the investment adviser and administrator are typical for BDCs, although the specific amounts may vary depending on the size and complexity of the fund.

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., an affiliate of Morgan Stanley.
• The company has an Administration Agreement with MS Private Credit Administrative Services LLC, an affiliate of Morgan Stanley.
• Morgan Stanley & Co. LLC (MS&Co) served as a lead book-runner in connection with our initial public offering and received underwriting fees of $1,240,820 in connection with closing.
• MS&Co served as an initial purchaser in connection with the placement by the Company of $350,000,000 in aggregate principal amount of 6.15% notes due 2029 and received aggregate fees of $210,180.

Stakeholder Impact

• Shareholders are asked to vote on key proposals that will impact the company's governance and financial oversight.
• The election of directors will influence the strategic direction and management of the company.
• The ratification of the independent auditor ensures the integrity of the company's financial reporting.

Next Steps

• Stockholders are encouraged to vote their shares as soon as possible.
• The company will hold the virtual Annual Meeting on June 2, 2025.
• The Board will continue to monitor and re-examine its corporate governance policies.

Key Dates

Keywords

Annual Meeting, Proxy Statement, Directors, Deloitte & Touche LLP, Stockholders, Corporate Governance, Morgan Stanley Direct Lending Fund, MSDLF, Investment Company Act of 1940, BDC