Form 8-K - Current report

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 Broadway

10036

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 class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	MSDL	The 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.


Nominees	For	Withhold	Broker Non-Votes
1a. Jeffrey S. Levin	28,729,174	1,475,634	1,974,814
1b. Joan Binstock	28,187,968	2,016,840	1,974,814

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:


For	Against	Abstain	Broker Non-Votes
30,195,119	200,005	1,784,498	–

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, 2024	MORGAN STANLEY DIRECT LENDING FUND

	By:	/s/ Orit Mizrachi
		Orit Mizrachi
		Chief Operating Officer and Secretary

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