☐ | Preliminary Proxy Statement. | |
☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)). | |
☒ | Definitive Proxy Statement. | |
☐ | Definitive Additional Materials. | |
☐ | Soliciting Material Pursuant to §240.14a-12. |
Payment of Filing Fee (Check the appropriate box): | ||||
☒ | No fee required. | |||
☐ | Fee paid previously with preliminary materials. | |||
☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
Sincerely, |
/s/ Justin V. Plouffe |
Justin V. Plouffe |
President and Chief Executive Officer |
By Order of the Board of Directors, |
/s/ Joshua Lefkowitz |
Joshua Lefkowitz |
Secretary |
Name of Individual or Identity of Group | Number of Shares of Common Stock Beneficially Owned(1) | Percent of Common Stock Beneficially Owned(1) | ||
Directors, Director Nominees and Executive Officers: | ||||
Interested Directors | ||||
Justin V. Plouffe(2) | 26,873 | * | ||
Linda Pace | — | — | ||
Mark Jenkins(3) | 35,383 | * | ||
Independent Directors | ||||
Nigel D.T. Andrews | — | — | ||
Leslie E. Bradford | — | — | ||
John G. Nestor | — | — | ||
William H. Wright II | — | — | ||
Executive Officers Who Are Not Directors | ||||
Thomas M. Hennigan(4) | 18,812 | * | ||
Nelson Joseph | — | — | ||
Joshua Lefkowitz | — | — | ||
Michael Hadley | — | — | ||
All Directors and Executive Officers as a Group (11 persons) | 81,068 | 0.10% | ||
Non-Executive Officers | ||||
Alexander Popov | — | — | ||
All Directors and Officers as a Group (12 persons) | 81,068 | 0.10% | ||
Five-Percent Stockholders: | ||||
The Nomura Trust and Banking Co, Ltd. as Trustee of 311266 - Nomura Private Series(5) | 16,186,539 | 20.76% | ||
The Saudi National Bank(6) | 10,417,123 | 13.36% | ||
The Nomura Trust and Banking Co, Ltd. as Trustee of 311265 - Nomura Private Series(7) | 5,344,295 | 6.85% | ||
Moneda CARS Fondo De Inversion(8) | 4,461,158 | 5.72% |
* | Represents less than one tenth of one percent. | |
(1) | For purposes of this table, a person or group is deemed to have “beneficial ownership” of any shares of common stock as of a given date which such person has or shares the power to vote or direct the voting thereof, or to dispose or direct the disposition thereof or has the right to acquire such powers within 60 days after such date. For purposes of computing the percentage of outstanding shares of common stock held by each person or group of persons named above on a given date, any security which such person or persons has the right to acquire within 60 days after such date is deemed to be outstanding for the purpose of determining the percentage of shares beneficially owned for such person, but is not deemed to be outstanding for the purpose of computing the percentage of beneficial ownership of any other person (except in the case of Directors and executive officers as a group). Except as otherwise noted, each beneficial owner of more than five percent of our common stock and each Director and executive officer has sole voting and/or investment power over the shares reported. | |
(2) | Consists of 26,873 shares of common stock directly owned by Mr. Plouffe. | |
(3) | Consists of 35,383 shares of common stock directly owned by Mr. Jenkins. Please note that Mr. Jenkins was replaced by Mr. Hennigan as an Interested Director after the Record Date on April 29, 2025. | |
(4) | Consists of 18,812 shares of common stock directly owned by Mr. Hennigan. Please note Mr. Hennigan became an Interested Director after the Record Date on April 29, 2025. | |
(5) | Consists of 16,186,539 shares of common stock directly owned by The Nomura Trust and Banking Co, Ltd. (“Nomura”) as Trustee of 311266 - Nomura Private Series. The address of Nomura is 2-2-2, Otemachi, Chiyoda-Ku, Tokyo 100-0004, Japan. Nomura has contractually agreed with the Company that, for so long as it owns more than 3% of the total outstanding shares of the Company’s common stock, it will vote such shares in the same proportion as the vote of all other stockholders of the Company. | |
(6) | Consists of 1,052,114 shares of common stock directly owned and 9,365,009 shares of common stock owned by a subsidiary and an investment vehicle for which that subsidiary serves as general partner. The address of The Saudi National Bank is Bahrain World Trade Center, 27th Floor, P.O. Box 10363, Manama 316, Bahrain. | |
(7) | Consists of 5,344,295 shares of common stock directly owned by Nomura as Trustee of 311265 - Nomura Private Series. The address of Nomura is 2-2-2, Otemachi, Chiyoda-Ku, Tokyo 100-0004, Japan. Nomura has contractually agreed with the Company that, for so long as it owns more than 3% of the total outstanding shares of the Company’s common stock, it will vote such shares in the same proportion as the vote of all other stockholders of the Company. | |
(8) | Consists of 4,461,158 shares of common stock directly and beneficially owned by Moneda CARS Fondo De Inversion (“Moneda”). The address of Moneda is Isidora Goyenechea 3621, As Condes, Region Metropolitana 7550110, Chile. Moneda has contractually agreed with the Company that, for so long as it owns more than 3% of the total outstanding shares of the Company’s common stock, it will vote such shares in the same proportion as the vote of all other stockholders of the Company. |
Birth Year | Position | Number of Portfolios in Fund Complex Overseen by Director(1) | Expiration of Term | Director Since | ||||||
Leslie E. Bradford | 1955 | Director (Independent) | 2 | 2025 | 2017 | |||||
John G. Nestor | 1945 | Director (Independent) | 2 | 2025 | 2013 |
(1) | With respect to each of Ms. Bradford and Mr. Nestor, the portfolios in the “Fund Complex” are the Company and one affiliated fund, Carlyle Secured Lending, Inc. (“CSL”), a business development company (“BDC”) that has the same investment adviser, CGCIM, and administrator, Carlyle Global Credit Administration L.L.C. (the “Administrator”), an affiliate of CGCIM, as the Company. |
Birth Year | Position | Number of Portfolios in Fund Complex Overseen by Director(1) | Expiration of Term | Director Since | ||||||
Linda Pace | 1962 | Director, Chair of the Board (Interested) | 2 | 2026 | 2019 | |||||
William H. Wright II | 1960 | Director (Independent) | 2 | 2026 | 2021 |
(1) | With respect to each of Ms. Pace and Mr. Wright, the portfolios in the “Fund Complex” are the Company and CSL. |
Birth Year | Position | Number of Portfolios in Fund Complex Overseen by Director(1) | Expiration of Term | Director Since | ||||||
Thomas M. Hennigan | 1976 | Director (Interested), Chief Financial Officer and Chief Risk Officer | 2 | 2027 | 2025 | |||||
Nigel D.T. Andrews | 1947 | Director (Independent) | 2 | 2027 | 2012 | |||||
Justin V. Plouffe | 1976 | Director, President and Chief Executive Officer (Interested) | 2 | 2027 | 2024 |
(1) With respect to each of Messrs. Hennigan, Andrews and Plouffe, the portfolios in the “Fund Complex” are the Company and CSL. |
Dollar Range of our Common Stock Beneficially Owned in the Company(1)(2) | Aggregate Dollar Range of our Common Stock Beneficially Owned in the Fund Complex(1)(2)(3) | ||
Interested Directors | |||
Justin V. Plouffe | Over $100,000 | Over $100,000 | |
Linda Pace | None | Over $100,000 | |
Thomas Hennigan | Over $100,000 | Over $100,000 | |
Independent Directors | |||
Nigel D.T. Andrews | None | Over $100,000 | |
Leslie E. Bradford | None | $10,001—$50,000 | |
John G. Nestor | None | Over $100,000 | |
William H. Wright II | None | None |
(1) | The dollar ranges used in the above table are: None, $1—$10,000, $10,001—$50,000, $50,001—$100,000, or over $100,000. | |
(2) | Dollar ranges were determined using the number of shares that were beneficially owned as of the Record Date, multiplied by the Company’s net asset value (“NAV”) per share as of December 31, 2024. The dollar range of equity securities of CSL were determined using the number of shares that were beneficially owned as of the Record Date, multiplied by CSL’s NAV per share as of December 31, 2024. | |
(3) | The term “Fund Complex” refers to the Company and CSL. Each of the Company’s Directors oversees all of the funds in the Fund Complex. |
Birth Year | Position | Number of Portfolios in Fund Complex Overseen by Officer(1) | Officer Since | |||||
Nelson Joseph | 1979 | Principal Accounting Officer Treasurer | 2 | 2023 2024 | ||||
Joshua Lefkowitz | 1974 | Chief Compliance Officer and Secretary | 2 | 2021 | ||||
Michael Hadley | 1975 | Vice President and Head of Underwriting | 2 | 2022 | ||||
Alexander Popov | 1975 | Vice President and Head of Illiquid Credit | 2 | 2022 |
(1) | The term “Fund Complex” refers to the Company and CSL. Each of the Company’s executive officers who are not Directors oversees all of the funds in the Fund Complex. |
Fees Earned or Paid in Cash | Total Compensation from the Company | Total Compensation from the Fund Complex(1) | |||
Nigel D.T. Andrews, Director | $73,300 | $73,300 | $341,950 | ||
Leslie E. Bradford, Director | $64,300 | $64,300 | $308,600 | ||
John G. Nestor, Director | $64,300 | $64,300 | $305,050 | ||
William H. Wright II, Director | $64,300 | $64,300 | $305,050 | ||
Linda Pace, Director(2) | $64,300 | $64,300 | $244,700 |
(1) | Messrs. Andrews, Nestor and Wright and Mses. Bradford and Pace serve on the board of directors of CSL and, until March 27, 2025, served on the board of trustees of CSL III. The Company, CSL and CSL III are part of the Fund Complex. Compensation amounts shown include compensation such Directors received from the Company, CSL and CSL III for services rendered during the fiscal year ended December 31, 2024. | |
(2) | Ms. Pace served as a Managing Director at Carlyle until December 31, 2023. She continues to be treated as an Interested Director due to her association with Carlyle, but began receiving compensation for her service as Director beginning on January 1, 2024. |
Fiscal Year/Period | Audit Fees | Audit-Related Fees (1) | Tax Fees (2) | All Other Fees (3) | ||||
2024 | $499,420 | $— | $20,000 | $— | ||||
2023 | $486,820 | $— | $20,000 | $— |
(1) | “Audit-Related Fees” are those fees billed to the Company relating to audit services provided by EY. | |
(2) | “Tax Fees” are those fees billed to the Company in connection with tax consulting services performed by EY, including primarily the review of the Company’s income tax returns. | |
(3) | “All Other Fees” are those fees billed to the Company in connection with permitted non-audit services performed by EY. |
By Order of the Board of Directors, |
/s/ Joshua Lefkowitz |
Joshua Lefkowitz |
Secretary |