SEC Form 8-K filed by Morgan Stanley Direct Lending Fund
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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).
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| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On June 2, 2025, Morgan Stanley Direct Lending Fund (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”). As of April 4, 2025, the record date for the Annual Meeting, there were 87,920,526 shares of common stock of the Company outstanding and entitled to vote. 65,681,345 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 Bruce D. Frank and Adam Metz as a director, each to serve for a three-year term and until his successor is duly elected and qualified or until his earlier resignation, removal, death or incapacity.
| Nominees |
For |
Withhold |
Broker Non-Votes | |||
| 1a. Bruce D. Frank |
18,768,985 | 9,626,046 | 37,286,314 | |||
| 1b. Adam Metz |
17,575,996 | 10,819,035 | 37,286,314 |
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, 2025:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 64,223,117 | 866,607 | 591,621 | — |
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 4, 2025 | MORGAN STANLEY DIRECT LENDING FUND | |||||
| By: | /s/ Orit Mizrachi | |||||
| Orit Mizrachi | ||||||
| Chief Operating Officer and Secretary | ||||||