SEC Form DEFA14A filed by Morgan Stanley Direct Lending Fund

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 14A

(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

 

 

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Filed by a Party other than the Registrant ☐

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☐	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

Morgan Stanley Direct Lending Fund

(Name of Registrant as Specified In Its Charter)

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☐	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

heading 8; Your Vote Counts! MORGAN STANLEY DIRECT LENDING FUND 2026 Annual Meeting Vote by May 31, 2026 11:59 PM ET MORGAN STANLEY DIRECT LENDING FUND 1585 BROADWAY NEW YORK, NEW YORK 10036 V91588-P49913 You invested in MORGAN STANLEY DIRECT LENDING FUND and it’s time to vote! You have the right to vote on proposals being presented at the Annual Meeting. This is an important notice regarding the availability of proxy materials for the stockholder meeting to be held on June 1, 2026. Get informed before you vote View the Notice and Proxy Statement and Form 10-K and any other proxy materials online at www.ProxyVote.com OR you can receive a free paper or email copy of the material(s) by requesting prior to May 18, 2026. If you would like to request a copy of the material(s) for this and/or future stockholder meetings, you may (1) visit www.ProxyVote.com, (2) call 1-800-579-1639 or (3) send an email tosendmaterial@proxyvote.com. If sending an email, please include your control number (indicated below) in the subject line. Unless requested, you will not otherwise receive a paper or email copy. For complete information and to vote, visit www.ProxyVote.com Control # Smartphone users Point your camera here and vote without entering a control number Vote Virtually at the Meeting* June 1, 2026 9:30 a.m. Eastern Time Virtually at: www.virtualshareholdermeeting.com/MSDLF2026 *Please check the meeting materials for any special requirements for meeting attendance.

heading 8;Vote at www.ProxyVote.com THIS IS NOT A VOTABLE BALLOT This is an overview of the proposals being presented at the upcoming stockholder meeting. Please follow the instructions on the reverse side to vote these important matters. Board Recommends Voting Items 1. To elect two Directors of the Company, each to serve for a three-year term until his successor has been elected and qualified or until his earlier resignation, removal, death or incapacity: Nominees: David N. Miller For Kevin Shannon For 2. To ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026. For 3. To transact such other business as may properly come before the Meeting or at any postponement or adjournment thereof.