DEF: Sixth Street Specialty Lending Sets Date for 2025 Annual Stockholders Meeting

Sixth Street Specialty Lending announces its 2025 Annual Meeting of Stockholders to be held on May 22, 2025, covering director elections and auditor ratification.

Summary

• Sixth Street Specialty Lending, Inc. will hold its 2025 Annual Meeting of Stockholders on May 22, 2025, at 9:30 a.m. Eastern Time, at the offices of Simpson Thacher & Bartlett LLP in New York.
• The meeting will address the election of three Class II directors for three-year terms, the ratification of KPMG LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2025, and other business matters.
• Stockholders of record as of March 31, 2025, are entitled to vote at the meeting.
• The company is furnishing proxy materials online, with a Notice of Internet Availability sent to stockholders on or about April 10, 2025.
• The Board of Directors recommends voting FOR the election of the Class II director candidates and FOR the ratification of KPMG LLP.
• The company has retained Broadridge Investor Communication Solutions, Inc. to assist with proxy distribution and collection for approximately $75,000, plus expenses.
• The Board consists of ten members divided into three classes with staggered three-year terms.
• John Ross will retire from the Board effective as of the close of business on May 22, 2025.
• The company may repurchase shares of its common stock from time to time, in accordance with Section 23(c)(1) under the 1940 Act.

Sentiment

Score: 7

Explanation: The document is primarily informational and procedural, with a neutral to slightly positive tone. The company is taking steps to ensure good corporate governance and stockholder participation.

Positives

• The company is adhering to good corporate governance practices by seeking stockholder ratification of the independent auditor.
• The company provides multiple options for stockholders to vote, including online, by phone, and by mail.
• The company is providing detailed information about the director nominees and their qualifications.
• The company is committed to maintaining the confidentiality, integrity and security of nonpublic personal information relating to investors.

Risks

• The Adviser and members of the Investment Review Committee are expected to face a number of actual and potential conflicts of interest involving us, Sixth Street and other private investment funds affiliated with Sixth Street, including conflicts in the allocation of investment opportunities among us and other Sixth Street vehicles, as well as in their time and attention requirements as to these other vehicles.
• Additionally, various potential and actual conflicts of interest may arise from the overall advisory, investment and other activities of the Adviser, its affiliates, including Sixth Street and its clients.
• Our ability to pursue investment opportunities is subject to the allocation decisions by Sixth Street senior professionals.
• Such opportunities may be required to be offered to, or may be otherwise suitable for, other Sixth Street funds or investment vehicles.
• As a result, the Adviser and its affiliates may face conflicts in allocating investment opportunities between us and those other entities.
• It is possible that we may not be given the opportunity to participate in certain investments made by Sixth Street vehicles that would otherwise be suitable for us.
• We will typically not be able to participate under the exemptive order in investments that fall outside of our Board Established Criteria.

Future Outlook

The Investment Advisory Agreement and the Administration Agreement will remain in effect until November 2025, and each may be extended subject to required approvals.

Management Comments

• On behalf of management and our Board of Directors, we thank you for your continued support of Sixth Street Specialty Lending, Inc.
• The Board monitors the mix and performance of our investments over time and seeks to satisfy itself that the Adviser is acting in our interests and that our fee structure appropriately incentivizes the Adviser to do so.

Industry Context

Sixth Street Specialty Lending operates in the business development company (BDC) sector, which is subject to specific regulations under the 1940 Act and the Internal Revenue Code. The company's relationships with Sixth Street and its affiliates are common in the BDC industry, where external managers often provide investment and administrative services.

Comparison to Industry Standards

• The management and incentive fee structure is typical for BDCs, although the specific rates and hurdle rates may vary among companies.
• The co-investment exemptive order is a common mechanism for BDCs affiliated with larger investment firms to participate in larger deals alongside their affiliates.
• The Board composition and committee structure, including the presence of independent directors and an audit committee, are standard corporate governance practices for publicly traded BDCs.

Management Changes

Related Party Transactions

• The company has an Investment Advisory Agreement and an Administration Agreement with Sixth Street Specialty Lending Advisers, LLC.
• Certain directors and officers are also directors or officers of the Adviser or its affiliates.
• The Adviser held 2,714,226 shares, or 2.9%, of the company's common stock as of March 31, 2025.
• The company has a License Agreement with Austin IP, LLC that grants a non-exclusive, royalty-free license to use the mark Sixth Street and any derivative thereof.

Stakeholder Impact

• Stockholders are asked to vote on the election of directors and the ratification of the independent auditor.
• The company's performance and investment decisions impact stockholders' returns.
• The company's relationships with its Adviser and affiliates may create conflicts of interest that could affect stockholders.
• The company is committed to maintaining the confidentiality, integrity and security of nonpublic personal information relating to investors.

Next Steps

• Stockholders should review the proxy materials and vote on the proposals.
• The company will hold the Annual Meeting of Stockholders on May 22, 2025.
• The Board will continue to monitor the performance of the Investment Advisory Agreement and Administration Agreement.
• The Board will review any potential related party transactions brought to its attention.

Key Dates

Keywords

proxy statement, annual meeting, directors, KPMG, stockholders, governance, Sixth Street Specialty Lending