Item 3.03 Material Modification to Rights of Security Holders.
To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
Item 5.03. Amendment to Articles of Incorporation or Bylaws; Change in Fiscal
Year. OnJanuary 20, 2023 ,Oaktree Specialty Lending Corporation (the "Company") filed a certificate of amendment to the Company's restated certificate of incorporation, as amended and corrected, with the Secretary of State of theState of Delaware to effect a 1-for-3 reverse stock split of the shares of the Company's common stock, par value$0.01 per share, as of5:00 p.m. (Eastern time) onJanuary 20, 2023 (the "Reverse Stock Split"). The Reverse Stock Split is expected to be effective for purposes of trading on the Nasdaq Global Select Market as of the opening of business onJanuary 23, 2023 . As reported below under Item 5.07 of this Current Report, the Company's stockholders approved the Reverse Stock Split onJanuary 20, 2023 .
As a result of the Reverse Stock Split, every three shares of the Company's issued and outstanding common stock will be automatically combined into one issued and outstanding share of Common Stock, without any change in the par value per share. No fractional shares will be issued as a result of the Reverse Stock Split. In lieu of issuing fractional shares, the Company will directly pay each stockholder who would otherwise have been entitled to a fraction of a share an amount in cash (without interest) equal to the closing sale price of the Company's common stock, as quoted on the trading day immediately prior to the effective date of the Reverse Stock Split. The Reverse Stock Split will reduce the number of shares of Common Stock outstanding from 183,658,887 shares to approximately 61,219,611 shares. The number of authorized shares of Common Stock under the Certificate of Incorporation will remain unchanged at 250,000,000 shares.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On
Proposal 1.
The Company's stockholders elected the following nominees to serve on the Board
of Directors of the Company, each of whom will serve until the 2026 annual
meeting of stockholders and until his successor is duly elected and qualifies:
Name Votes For Withheld Broker Non-Votes John B. Frank 93,716,999 3,475,554 47,557,422 Bruce Zimmerman 93,783,773 3,408,780 47,557,422 Proposal 2.
The Company's stockholders ratified the appointment of
Votes For Votes Against Abstain 142,412,414 1,396,584 940,977
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Proposal 3.
The Company's stockholders approved the issuance of shares of the Company's
common stock, par value
Votes For Votes Against Abstain Broker Non-Votes 93,386,807 2,437,582 1,368,164 47,557,422
Proposal 4.
The Company's stockholders approved an amendment to the Company's restated certificate of incorporation, as amended and corrected, to effect a 1-for-3 reverse stock split of the Company's common stock, as set forth below.
Votes For Votes Against Abstain 134,470,442 7,405,166 2,874,367 Item 8.01. Other Events.
On
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits 3.1 Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 filed with Registrant's Form 8-A (File No. 001-33901) filed onJanuary 2, 2008 ). 3.2 Certificate of Amendment to the Registrant's Restated Certificate of Incorporation (incorporated by reference to Exhibit (a)(2) filed with Registrant's Registration Statement on Form N-2 (File No. 333-146743) filed onJune 6, 2008 ). 3.3 Certificate of Correction to the Certificate of Amendment to the Registrant's Restated Certificate of Incorporation (Incorporated by reference to Exhibit (a)(3) filed with Registrant's Registration Statement on Form N-2 (File No. 333-146743) filed onJune 6, 2008 ). 3.4 Certificate of Amendment to Registrant's Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 filed with Registrant's Quarterly Report on Form 10-Q (File No. 001-33901) filed onMay 5, 2010 ). 3.5 Certificate of Amendment to Registrant's Certificate of Incorporation (incorporated by reference to Exhibit (a)(5) filed with the Registrant's Registration Statement on Form N-2 (File No. 333-180267) filed onApril 2, 2013 ). 3.6 Certificate of Amendment to the Restated Certificate of Incorporation of the Registrant, dated as ofOctober 17, 2017 (incorporated by reference to Exhibit 3.1 filed with the Registrant's Form 8-K (File No. 814-00755) filed onOctober 17, 2017 ). 3.7 Certificate of Amendment to the Restated Certificate of Incorporation of the Registrant, dated as ofJanuary 20, 2023 . 99.1 Joint press release of the Registrant and Oaktree Strategic Income II, Inc., dated as ofJanuary 20, 2023 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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