OCSL Files Definitive Proxy Statement

TL;DR

OCSL proxy statement filed, shareholders vote soon.

AI Summary

Oaktree Specialty Lending Corp. (OCSL) filed its definitive proxy statement on January 17, 2025, for its annual meeting. The filing covers the period ending March 4, 2025, and includes information about the company's governance and shareholder proposals. OCSL, formerly Fifth Street Finance Corp., is incorporated in Delaware and has its fiscal year end on September 30.

Why It Matters

This filing provides shareholders with crucial information regarding company management, voting matters, and potential changes, enabling informed participation in corporate governance.

Risk Assessment

Risk Level: low — This is a routine proxy filing and does not contain new material financial information or significant strategic shifts.

Key Players & Entities

• Oaktree Specialty Lending Corp. (company) — Registrant
• Fifth Street Finance Corp. (company) — Former Company Name
• 20250117 (date) — Filing Date
• 20250304 (date) — Period of Report

FAQ

Key Financial Figures

• $11,500 — will pay an aggregate of approximately $11,500 plus out-of-pocket expenses for such se
• $15.19 — share for the Companys common stock of $15.19 on January 6, 2025 on The Nasdaq Global
• $1 — ecurities beneficially owned are: none, $1 $10,000, $10,001 $50,000, $50,001 $100
• $10,000 — rities beneficially owned are: none, $1 $10,000, $10,001 $50,000, $50,001 $100,000, or
• $10,001 — neficially owned are: none, $1 $10,000, $10,001 $50,000, $50,001 $100,000, or over $10
• $50,000 — ly owned are: none, $1 $10,000, $10,001 $50,000, $50,001 $100,000, or over $100,000.
• $50,001 — are: none, $1 $10,000, $10,001 $50,000, $50,001 $100,000, or over $100,000. In addit
• $100,000 — , $1 $10,000, $10,001 $50,000, $50,001 $100,000, or over $100,000. In addition, one o

Filing Documents

• d882481ddef14a.htm (DEF 14A) — 251KB
• g882481dsp32.jpg (GRAPHIC) — 4KB
• g882481dsp32a.jpg (GRAPHIC) — 3KB
• 0001193125-25-008414.txt ( ) — 261KB

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 5 PROPOSAL 1 ELECTION OF DIRECTOR 7 Director and Executive Officer Information 8 Directors 8 Executive Officers 10 Biographical Information 10 Board Leadership Structure 14 Boards Role in Risk Oversight 15 Transactions with Related Persons 15 Review, Approval or Ratification of Transactions with Related Persons 17 Material Conflicts of Interest 17 Corporate Governance 20 Corporate Governance Documents 20 Director Independence 20 Evaluation 20 Communications with Directors 20 Board Meetings and Committees 20 Audit Committee 21 Compensation Committee 21 Nominating and Corporate Governance Committee 21 Co-Investment Committee 23 Code of Business Conduct 23 Securities Trading Policy 23

Executive Compensation

Executive Compensation 23 Director Compensation 24 PROPOSAL 2 RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2025 FISCAL YEAR 25 Independent Auditors Fees 25 Required Vote 25 Audit Committee Report 26 OTHER MATTERS 28 Stockholder Proposals 28 Other Business 28 Delivery of Proxy Materials 28 Available Information 29 i Table of Contents Oaktree Specialty Lending Corporation 333 South Grand Avenue, 28th Floor Los Angeles, CA 90071 PROXY STATEMENT Virtual 2025 Annual Meeting of Stockholders General We are furnishing you this proxy statement in connection with the solicitation of proxies by the Board of Directors (the Board) of Oaktree Specialty Lending Corporation (the Company, we, us, or our) for use at the Companys 2025 Annual Meeting of Stockholders (the Annual Meeting). This proxy statement and the Companys Annual Report on Form 10-K for the fiscal year ended September 30, 2024 are being made available to the Companys stockholders via the Internet on or about January 17, 2025. When we refer to the Companys fiscal year, we mean the 12-month period ending September 30 of the stated year (for example, fiscal year 2024 was October 1, 2023 through September 30, 2024). We encourage you to vote your shares by following the instructions on the Notice of Internet Availability of Proxy Materials and granting a proxy ( i.e. , authorizing someone to vote your shares). If you provide voting instructions, either via the Internet, by telephone or by requesting, signing, dating and returning a proxy card, and the Company receives them in time for the Annual Meeting, the persons named as proxies will vote your shares in the manner that you specified. Annual Meeting Information The Annual Meeting will be a completely virtual meeting. There will be no physical meeting location and the meeting will only be conducted via live webcast. The Annual Meeting will be hel

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth, as of January 6, 2025, the beneficial ownership information of each current director, including each nominee for director, of the Company, as well as the Companys executive officers, and the executive officers and directors as a group. There is no person known to the Company to beneficially own 5% or more of the outstanding shares of the Companys common stock as of January 6, 2025. Percentage of beneficial ownership is based on 82,245,319 shares of the Companys common stock outstanding as of January 6, 2025. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission (SEC) and includes voting or investment power with respect to the securities. Unless otherwise indicated, the Company believes that each beneficial owner set forth in the table below has sole voting and investment power over the shares beneficially owned by such beneficial owner. The directors are divided into two groups interested director and independent directors. The interested director is an interested person of the Company as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended (the Investment Company Act). The address of all executive officers and directors is c/o Oaktree Specialty Lending Corporation, 333 South Grand Avenue, 28th Floor, Los Angeles, CA 90071. Name Number of Shares of Common Stock Owned Beneficially Percentage of Common Stock Outstanding Interested Director: John B. Frank (1) 54,261 * Independent Directors: Phyllis R. Caldwell 13,500 * Deborah Gero 19,911 * Craig Jacobson 56,757 * Bruce Zimmerman 19,130 * Executive Officers: Raghav Khanna Christopher McKown 6,405 * Ashley Pak 2,359 * Armen Panossian 12,789 * Mathew Pendo 46,336 * All Executive Officers and Directors as a Group (2) 231,448 * * Represents less than 1% (1) Of the 54,261 shares o

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