0001782524FALSETRUE00017825242023-03-282023-03-28

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
 
FORM 8-K
 
 
 
CURRENT REPORT
 
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): June 3, 2024
 
 
 
Morgan Stanley Direct Lending Fund
(Exact name of registrant as specified in its charter)
 
 
 
Delaware 814-01332 84-2009506
(State or other jurisdiction
of incorporation)
 
 
(Commission
File Number)
 
 
(IRS Employer
Identification Number)
 
1585 Broadway10036
New York, NY
 
(Address of principal executive offices) (Zip Code)
 
1 (212) 761-4000
(Registrant’s telephone number, including area code)
 
Not Applicable
(Former Name or Former Address, if changed since last report)
 
 
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)



☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.001 per shareMSDLThe New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth company ☒
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒      





Item 5.07. Submission of Matters to a Vote of Security Holders.

On June 3, 2024, Morgan Stanley Direct Lending Fund (the “Company”) held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”). As of April 4, 2024, the record date for the Annual Meeting, there were 88,894,490 shares of common stock of the Company outstanding and entitled to vote. 32,179,622 shares of common stock of the Company were present or represented by proxy at the Annual Meeting, constituting a quorum.

The final voting results for each of the proposals submitted to a vote of stockholders at the Annual Meeting are set
forth below. Each proposal was approved by the requisite vote.

Proposal 1. To elect each of Jeffrey S. Levin and Joan Binstock as a director, each to serve for a three-year term and until his or her successor is duly elected and qualified or until his or her earlier resignation, removal, death or incapacity.

NomineesForWithholdBroker Non-Votes
1a. Jeffrey S. Levin28,729,1741,475,6341,974,814
1b. Joan Binstock28,187,9682,016,8401,974,814


Proposal 2. To ratify the selection of Deloitte & Touche LLP as the Company’s independent registered public
accounting firm for the fiscal year ending December 31, 2024:
ForAgainstAbstainBroker Non-Votes
30,195,119200,0051,784,498
–






SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
Dated: June 5, 2024MORGAN STANLEY DIRECT LENDING FUND
   
 By:/s/ Orit Mizrachi
  Orit Mizrachi

  Chief Operating Officer and Secretary

v3.24.1.1.u2
Cover
Mar. 28, 2023
Cover [Abstract]  
Document Type 8-K
Document Period End Date Jun. 03, 2024
Entity Registrant Name Morgan Stanley Direct Lending Fund
Entity Incorporation, State or Country Code DE
Entity File Number 814-01332
Entity Tax Identification Number 84-2009506
Entity Address, Address Line One 1585 Broadway
Entity Address, City or Town New York
Entity Address, State or Province NY
Entity Address, Postal Zip Code 10036
City Area Code 212
Local Phone Number 761-4000
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, par value $0.001 per share
Entity Emerging Growth Company true
Entity Ex Transition Period true
Entity Central Index Key 0001782524
Amendment Flag false
No Trading Symbol Flag true
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