Morgan Stanley Direct Lending Fund Holds 2026 Annual Meeting; Elects Directors

What Happened
Morgan Stanley Direct Lending Fund (MSDL) filed an Form 8-K reporting the results of its Annual Meeting of Stockholders held June 1, 2026. As of the April 6, 2026 record date there were 85,261,312 shares outstanding; 51,663,943 shares were present or represented by proxy, constituting a quorum. Stockholders elected David N. Miller and Kevin Shannon to three-year terms and ratified Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. Each proposal was approved by the requisite vote.

Key Details

• Record date and shares outstanding: April 6, 2026 — 85,261,312 shares entitled to vote.
• Attendance/proxy: 51,663,943 shares present or represented by proxy (quorum).
• Director elections (three-year terms):
  • David N. Miller — For: 19,777,562; Against: 707,103; Abstain: 296,119; Broker non-votes: 30,883,159.
  • Kevin Shannon — For: 14,855,342; Against: 5,626,081; Abstain: 299,361; Broker non-votes: 30,883,159.
• Auditor ratification: Deloitte & Touche LLP — For: 50,452,826; Against: 830,144; Abstain: 380,973.

Why It Matters
The filing confirms the company’s governance outcome: two directors were elected to serve standard three-year terms and the existing independent auditor was ratified for 2026. Vote totals and the presence of substantial broker non-votes (30,883,159) are disclosed, providing transparency on shareholder participation and support levels for these governance matters. Investors tracking board composition, oversight and auditor continuity can rely on these verified results.