Morgan Stanley Direct Lending Fund

06/02/2026 | Press release | Distributed by Public on 06/02/2026 14:25

Proxy Results (Form 8-K)

Item 5.07.

Submission of Matters to a Vote of Security Holders.

On June 1, 2026, Morgan Stanley Direct Lending Fund (the "Company") held its 2026 Annual Meeting of Stockholders (the "Annual Meeting"). As of April 6, 2026, the record date for the Annual Meeting, there were 85,261,312 shares of common stock of the Company outstanding and entitled to vote. 51,663,943 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 David N. Miller and Kevin Shannon 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 Against Abstain Broker Non-Votes

1a. David N. Miller

19,777,562 707,103 296,119 30,883,159

1b. Kevin Shannon

14,855,342 5,626,081 299,361 30,883,159

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, 2026:

For

Against

Abstain

Broker Non-Votes

50,452,826 830,144 380,973 -
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