U.S. 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): ~~November~~April 829, ~~2021~~2022

OAKTREE STRATEGIC INCOME II, INC.

(Exact name of registrant as specified in charter)


Delaware	814-01281	83-0566439
(State or other jurisdiction of incorporation or registration)	(Commission File Number)	(IRS Employer Identification No.)

333 S. 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

Trading

Symbol(s)

Name of each exchange

on which registered

N/A

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 5.0207. ~~Departure~~Submission of ~~Directors~~Matters orto ~~Certain~~a ~~Officers;~~Vote ~~Election~~ of ~~Directors;~~Security ~~Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Holders.

On ~~November~~April 829, ~~2021~~2022, ~~the~~Oaktree ~~Board~~Strategic ofIncome ~~Directors~~II, Inc. (the “~~Board~~Company”) held its 2022 Annual Meeting of Stockholders (the ~~Oaktree~~“Annual ~~Strategic~~Meeting”). ~~Income~~As IIof January 4, ~~Inc.~~2022, (the “record date for the Annual Meeting, 17,401,121 shares of common stock of the Company”) ~~approved~~were ~~certain~~outstanding ~~management~~and ~~changes~~entitled to vote. 8,932,327 of those shares were present or represented at the Annual Meeting, constituting a quorum.

~~Extension~~Set offorth ~~Term~~below ~~for~~are ~~Chief~~the ~~Financial~~two proposals voted upon by the Company’s stockholders at the ~~Officer~~Annual Meeting, together with the voting results for each proposal. Each proposal was approved by the requisite vote.

AsProposal ~~previously~~1. ~~disclosed~~The inelection ~~the Company’s Current Report on Form 8-K, filed on~~of ~~August 6,~~two ~~2021~~directors, ~~Mel~~who ~~Carlisle~~will ~~notified~~each ~~the~~serve ~~Company~~until ~~of his resignation as~~ the ~~Company’s~~2025 ~~Chief~~Annual ~~Financial~~Meeting ~~Officer~~of ~~and~~Stockholders ~~Treasurer~~or ~~effective~~until onhis ~~November 30,~~or ~~2021.~~her Onsuccessor ~~November 8,~~is ~~2021,~~duly ~~the~~elected ~~Company’s Board extended Mr. Carlisle’s term as the Company’s Chief Financial Officer~~ and ~~Treasurer~~qualified: ~~to December 31, 2021.~~

Appointment of Chief Financial Officer


Name	For		Withheld		Broker Non- Votes
Deborah Gero		8,691,296		241,031		0
Stephen Mosko		8,658,028		274,299		0

OnProposal ~~November 8,~~2. ~~2021,~~The ratification of the ~~Company’s~~selection ~~Board~~of ~~appointed~~Ernst & ~~Christopher~~Young ~~McKown,~~LLP ~~age~~to ~~40,~~serve as the Company’s ~~Chief~~ Financial Officer and Treasurer effective on January 1, 2022. Mr. McKown is also be expected to succeed Mr. Carlisle as Chief Financial Officer and Treasurer of Oaktree Specialty Lending Corporation. Mr. McKown joinedindependent ~~Oaktree~~registered ~~Capital~~public ~~Management, L.P. in 2011 and currently serves as a Managing Director responsible for fund~~ accounting ~~and~~firm ~~reporting~~ for ~~Oaktree’s Strategic Credit strategy and as~~ the ~~Assistant~~fiscal ~~Treasurer~~year ofending ~~the Company and Oaktree Specialty Lending Corporation. Prior to joining Oaktree Capital Management, L.P., he worked in the audit practice at KPMG LLP. Mr.~~September ~~McKown received a B.A. degree in business economics with a minor in accounting cum laude from the University of California~~30, ~~Los~~ ~~Angeles~~2022: ~~and is a Certified Public Accountant (inactive).~~

Mr. McKown has no family relationships with any current director, executive officer, or person nominated to become a director or executive officer, of the Company, and there are no transactions or proposed transactions, to which the Company is a party, or intended to be a party, in which Mr. McKown has, or will have, a material interest subject to disclosure under Item 404(a) of Regulation S-K.


For	Against		Abstain		Broker Non- Votes
8,725,626		63,405		143,296		0

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.

	OAKTREE STRATEGIC INCOME II, INC.	~~OAKTREE STRATEGIC INCOME II, INC.~~
Date: November 12, 2021		By:	/s/ Mathew Pendo
Date: August 1, 2022	By:	/s/ Mary Gallegly
			Name: Mathew Pendo
		Name:	Mary Gallegly
			Title: President and Chief Operating Officer
		Title:	General Counsel and Secretary

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