Washington, D.C. 20549







Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 1, 2019 (June 28, 2019)

Oaktree Specialty Lending Corporation

(Exact name of registrant as specified in its charter)


Delaware   814-00755   26-1219283

(State or other jurisdiction

of incorporation)



File Number)


(IRS Employer

Identification No.)


333 South Grand Avenue, 28th Floor, Los Angeles, CA   90071
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (213) 830-6300

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





Name of each exchange

on which registered

Common stock, par value $0.01 per share

   OCSL    The Nasdaq Global Select Market

5.875% Unsecured Notes due 2024

   OSLE    The New York Stock Exchange

6.125% Unsecured Notes due 2028

   OCSLL    The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 28, 2019, Oaktree Specialty Lending Corporation (the “Company”) held a special meeting of stockholders (the “Special Meeting”). Set forth below are the two proposals voted upon by the Company’s stockholders at the Special Meeting, as described in the Company’s Definitive Proxy Statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on May 21, 2019, together with the voting results for each proposal. As of May 6, 2019, the record date for the Special Meeting, 140,960,651 shares of the Company’s common stock were outstanding and entitled to vote.

Proposal 1. The Company’s stockholders approved a new investment advisory agreement between the Company and Oaktree Capital Management, L.P. (the “Adviser”) that will replace the Company’s current investment advisory agreement with the Adviser and will become effective at the closing of certain transactions pursuant to which Brookfield Asset Management Inc. will acquire a majority economic interest in the parent company of the Adviser.


Votes For


Votes Against



81,109,977   1,391,355   733,199

Proposal 2. The Company’s stockholders approved the application of the reduced asset coverage requirements in Section 61(a)(2) of the Investment Company Act of 1940, as amended, to the Company, which permits the Company to double the maximum amount of leverage that it is permitted to incur by reducing the asset coverage requirements applicable to the Company from 200% to 150%, effective as of June 29, 2019.


Votes For


Votes Against



78,724,335   3,886,104   624,092


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.


Date: July 1, 2019     By:  

/s/ Mel Carlisle

      Name:   Mel Carlisle
      Title:   Chief Financial Officer and Treasurer