Oaktree Specialty Lending Corp
For the period ended Mar 3, 2026. Filed Jan 8, 2026.
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Mar 3, 2026 · Filed Jan 8, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material under §240.14a-12 |
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(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required. |
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| ☐ | Fee paid previously with preliminary materials. |
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| ☐ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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Dear Stockholders:
You are cordially invited to attend the 2026 Special Meeting of Stockholders (the “Special Meeting”) of Oaktree Specialty Lending Corporation (the “Company”) to be held virtually on March 3, 2026, at 10:30 a.m., Pacific Time (1:30 p.m., Eastern Time) at the following website: www.virtualshareholdermeeting.com/ocsl2026sm. Stockholders of record at the close of business on January 2, 2026 are entitled to notice of, and to vote at, the Special Meeting or any adjournment or postponement thereof. Details of the business to be conducted at the Special Meeting are given in the accompanying Notice of Virtual Special Meeting and proxy statement. The proxy statement is first being sent to the Company’s stockholders on or about January 8, 2026. Your vote is very important to us.
The Board of Directors, including all of the independent directors, recommends that you vote “FOR” the proposal described in the accompanying proxy statement.
It is important that your shares be represented at the Special Meeting. Please follow the instructions on the enclosed proxy card and vote via the Internet, by telephone or by signing, dating and returning the enclosed proxy card. We encourage you to vote via the Internet as it saves us significant time and processing costs. Voting by proxy does not deprive you of your right to participate in the Special Meeting.
No matter how many or few shares in the Company you own, your vote and participation are very important to us.
Sincerely,
/s/ Armen Panossian
Armen Panossian
Chief Executive Officer
Important Notice Regarding the Availability of Proxy Materials for the Special Meeting of Stockholders to Be Held on March 3, 2026.
The accompanying proxy statement is also available at https://www.oaktreespecialtylending.com.
OAKTREE SPECIALTY LENDING CORPORATION
NOTICE OF VIRTUAL 2026 SPECIAL MEETING OF STOCKHOLDERS
Online Meeting Only – No Physical Meeting Location
www.virtualshareholdermeeting.com/ocsl2026sm
March 3, 2026, 10:30 a.m., Pacific Time (1:30 p.m., Eastern Time)
Dear Stockholders:
The 2026 Special Meeting of Stockholders (the “Special Meeting”) of Oaktree Specialty Lending Corporation, a Delaware corporation (the “Company”), will be conducted online on March 3, 2026, at 10:30 a.m., Pacific Time (1:30 p.m., Eastern Time), at the following website: www.virtualshareholdermeeting.com/ocsl2026sm.
At the Special Meeting, the Company’s stockholders will consider and vote on a proposal to authorize the Company, with the approval of the Board of Directors, to sell or otherwise issue shares of its common stock at a price below its then current net asset value per share, provided that the number of shares issued does not exceed 25% of its then outstanding common stock.
THE BOARD OF DIRECTORS, INCLUDING ALL OF THE INDEPENDENT DIRECTORS, RECOMMENDS THAT YOU VOTE “FOR” THE PROPOSAL DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT.
You have the right to receive notice of, and to vote at, the Special Meeting if you were a stockholder of record at the close of business on January 2, 2026. A proxy statement is attached to this Notice that describes the matter to be voted upon at the Special Meeting or any adjournment(s) or postponement(s) thereof. The enclosed proxy card will instruct you as to how you may vote your proxy via the Internet, by telephone or by signing, dating and returning the enclosed proxy card.
Whether or not you plan to participate in the Special Meeting, we encourage you to vote your shares by following the instructions on the enclosed proxy card. Please note, however, that if you wish to vote during the Special Meeting and your shares are held of record by a broker, bank, trustee or nominee, you must obtain a “legal” proxy issued in your name from that record holder.
We are not aware of any other business that may properly be brought before the Special Meeting.
Thank you for your continued support of the Company.
By order of the Board of Directors,
/s/ John B. Frank
John B. Frank
Chairman
Los Angeles, CA
January 8, 2026
To ensure proper representation at the Special Meeting, please follow the instructions on the enclosed proxy card to vote your shares via the Internet, by telephone, or by signing, dating and returning the enclosed proxy card. Even if you vote your shares prior to the Special Meeting, you still may participate in the Special Meeting.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.