Blackstone Secured Lending Fund DEF 14A, filed Jul 2, 2025
Blackstone Secured Lending Fund (BXSL)
About this DEF 14A
Blackstone Secured Lending Fund filed this DEF 14A on July 2, 2025.
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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 under §240.14a-12 |
☒ |
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. | |
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345 Park Avenue, 31st Floor
New York, New York 10154
July 2, 2025
Dear Shareholders:
You are cordially invited to attend the 2025 Annual Meeting of Shareholders (the “Meeting”) of Blackstone Secured Lending Fund (the “Company”), a Delaware statutory trust, to be held virtually on September 25, 2025, at 10:00 a.m., Eastern Time at the following website: www.virtualshareholdermeeting.com/BXSL2025. Holders of record of common shares of beneficial interest of the Company, par value $0.001 per share, at the close of business on June 27, 2025 are entitled to notice of, and to vote at, the Meeting or any adjournment or postponement thereof. Details of the business to be conducted at the Meeting are given in the accompanying Notice of Virtual 2025 Annual Meeting of Shareholders and proxy statement. The proxy statement and the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “Annual Report”) are being made available to shareholders on or about July 2, 2025. Your vote is very important to us.
The Board of Trustees of the Company (the “Board of Trustees”) unanimously recommends that you (i) vote “FOR” the election of the nominees (collectively, the “Nominees”) proposed by the Board of Trustees and described in the accompanying proxy statement and (ii) vote “FOR” the proposal to ratify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2025. You can vote for the Nominees and on the other matter virtually at the Meeting by following the instructions in the Notice of Internet Availability of Proxy Materials and this proxy statement. Voting by Internet, telephone or by mailing the proxy card in advance of the Meeting are other available options.
It is important that your shares be represented at the Meeting. Please follow the instructions on the Notice of Internet Availability of Proxy Materials and this proxy statement and authorize a proxy via the Internet or telephone to vote your shares. The Notice of Internet Availability of Proxy Materials includes instructions on how to request a hard copy of the proxy statement and proxy card for the Meeting free of charge, and you may also authorize your proxy by returning your proxy card to us after you request the hard copy materials. If you are the beneficial owner of your shares, you will need to follow the instructions provided by your broker, bank, trustee or nominee regarding how to instruct your broker, bank, trustee or nominee to vote your shares at the Meeting. Voting by proxy does not deprive you of your right to participate in the Meeting.
No matter how many or few shares you own, your vote and participation are very important to us.
Sincerely,
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Brad Marshall
Trustee, Chairperson and Co-Chief Executive Officer
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Jonathan Bock
Co-Chief Executive Officer
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to Be Held on September 25, 2025.
The accompanying proxy statement and the Annual Report are available at www.sec.gov and www.proxyvote.com.
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345 Park Avenue, 31st Floor
New York, New York 10154
NOTICE OF VIRTUAL 2025 ANNUAL MEETING OF SHAREHOLDERS
Online Meeting Only – No Physical Meeting Location
www.virtualshareholdermeeting.com/BXSL2025
September 25, 2025, 10:00 a.m., Eastern Time
July 2, 2025
To the Shareholders of Blackstone Secured Lending Fund:
The 2025 Annual Meeting of Shareholders (the “Meeting”) of Blackstone Secured Lending Fund (the “Company”), a Delaware statutory trust, will be conducted virtually, solely by the means of remote communication, on September 25, 2025, at 10:00 a.m., Eastern Time at the following website:
www.virtualshareholdermeeting.com/BXSL2025
At the Meeting, in addition to transacting such other business as may properly come before the Meeting and any adjournments or postponements thereof, shareholders will consider and vote on the following proposals:
| 1. | Shareholders are being asked to elect three (3) trustees of the Company (each, a “Trustee,” and collectively, the “Trustees”), to hold office for the term indicated and until his or her successor shall have been elected and qualified; and |
| 2. | Shareholders are being asked to ratify the appointment of Deloitte & Touche LLP (“Deloitte”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. |
These proposals are discussed in greater detail in the accompanying proxy statement.
The Board of Trustees of the Company (the “Board of Trustees”) unanimously recommends that you (i) vote “FOR” the election of the nominees (collectively, the “Nominees”) proposed by the Board of Trustees and described in the accompanying proxy statement and (ii) vote “FOR” the proposal to ratify the appointment of Deloitte as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2025. You can vote for the Nominees and on the other matter virtually at the Meeting by following the instructions in the Notice of Internet Availability of Proxy Materials and this proxy statement. Voting by Internet, telephone or by mailing the proxy card in advance of the Meeting are other available options.
You have the right to receive notice of, and to vote at, the Meeting if you were a shareholder of record of common shares of beneficial interest of the Company, par value $0.001 per share, at the close of business on June 27, 2025. A list of these shareholders will be open for examination by any shareholder for any purpose germane to the Meeting for a period of 10 days prior to the Meeting at the Company’s principal executive offices at 345 Park Avenue, 31st Floor, New York, New York 10154. If you received a Notice of Internet Availability of Proxy Materials by mail, you will not receive a printed copy of the proxy statement and proxy card unless you request them. Instead, the Notice of Internet Availability of Proxy Materials will instruct you as to how you may access and review the proxy statement, and vote your proxy, on the Internet.
Whether or not you plan to participate in the Meeting, we encourage you to vote your shares by following the instructions on the Notice of Internet Availability of Proxy Materials and this proxy statement.
We are not aware of any other business, or any other Nominees for election as Trustees, that may properly be brought before the Meeting.
By order of the Board of Trustees of Blackstone Secured Lending Fund
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Oran Ebel
Chief Legal Officer and Secretary
New York, New York
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Web links throughout this document are provided for convenience only, and the content on the referenced websites does not constitute a part of, and is not otherwise incorporated by reference into, this proxy statement
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VIRTUAL 2025 ANNUAL MEETING OF SHAREHOLDERS
To be Held on September 25, 2025
PROXY STATEMENT
This proxy statement is furnished in connection with the solicitation of proxies by the Board of Trustees (the “Board of Trustees” or the “Board”) of Blackstone Secured Lending Fund (the “Company,” “we,” “us” or “our”) for use at the Company’s virtual 2025 Annual Meeting of Shareholders (the “Meeting”) to be held solely by means of remote communication. This proxy statement and the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “Annual Report”) are being made available to shareholders on or about July 2, 2025.
We encourage you to vote your shares by following the instructions on the Notice of Internet Availability of Proxy Materials and granting a proxy (i.e., authorizing someone to vote your shares). If you provide voting instructions, either via the Internet, by telephone or by requesting, signing, dating and returning a proxy card, and the Company receives your voting instructions in time for the Meeting, the persons named as proxies will vote your shares in the manner that you specified.
General Information About the Meeting and Voting
In this section of the proxy statement, we answer some common questions regarding the Meeting and the voting of shares at the Meeting.
When will the Meeting be held?
The Meeting will be a completely virtual meeting that will be held solely by means of remote communication. There will be no physical meeting location and the Meeting will only be conducted via live webcast. The Meeting will be held on September 25, 2025, at 10:00 a.m., Eastern Time.
How do I attend and vote my shares at the Meeting?
To participate in the Meeting, visit www.virtualshareholdermeeting.com/BXSL2025 and enter the 16-digit control number that is included in your Notice of Internet Availability of Proxy Materials, on the proxy card you received, or in the instructions that accompanied your proxy materials for the Company. If you virtually attend the Meeting, you can vote your shares electronically and submit your questions during the Meeting by visiting www.virtualshareholdermeeting.com/BXSL2025. If you hold shares through a broker, bank, trustee or nominee and want to participate in the Meeting, you must follow the instructions you receive from your broker, bank, trustee or nominee. Online check-in will begin at 9:45 a.m., Eastern Time on September 25, 2025. Please allow time for online check-in procedures.
Who can vote?
You are entitled to attend and participate in the Meeting only if you are a record shareholder of common shares of beneficial interest of the Company, par value $0.001 per share, as of the close of business on the record date for the Meeting, which is June 27, 2025 (the “Record Date”), or you hold a valid proxy for the Meeting.
Why did I receive a Notice of Internet Availability of Proxy Materials instead of a paper copy of proxy materials?
The U.S. Securities and Exchange Commission (the “SEC”) has approved “Notice and Access” rules relating to the delivery of proxy materials over the Internet. These rules permit us to furnish proxy materials, including this proxy statement and the Annual Report, to our shareholders by providing access to such documents on the Internet instead of mailing printed copies. Most shareholders will not receive paper copies of the proxy materials unless they request them. Instead, the Notice of Internet Availability of Proxy Materials, which will be mailed to our shareholders, provides instructions regarding how you may access and review all of the proxy materials on the Internet. The Notice of Internet Availability of Proxy Materials also instructs you as to how you may authorize your proxy via the Internet or by telephone. If you would like to receive a paper or email copy of our proxy materials, you should follow the instructions for requesting such materials printed on the Notice of Internet Availability of Proxy Materials.
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Can I vote my shares by filling out and returning the Notice of Internet Availability of Proxy Materials?
No. The Notice of Internet Availability of Proxy Materials identifies the items to be voted on at the Meeting, but you cannot vote by marking the Notice of Internet Availability of Proxy Materials and returning it. The Notice of Internet Availability of Proxy Materials provides instructions on how to authorize your proxy via the Internet or by telephone or vote in person at the Meeting or to request a paper proxy card, which will contain instructions for authorizing a proxy by the Internet, by telephone or by returning a signed paper proxy card.
How can I access the proxy statement and Annual Report?
This proxy statement and the Annual Report, including audited financial statements for the fiscal year ended December 31, 2024, are available upon request, without charge, by writing to the Company at c/o Blackstone Private Credit Strategies LLC, 345 Park Avenue, 31st Floor, New York, New York 10154 or via the Internet at www.bxsl.com or www.sec.gov.
What am I voting on?
At the Meeting, in addition to transacting such other business as may properly come before the Meeting and any adjournments or postponements thereof, shareholders will consider and vote on the following proposals as to the Company:
| 1. | Shareholders are being asked to elect three (3) trustees of the Company (each, a “Trustee,” and collectively, the “Trustees”), to hold office for the term indicated and until his or her successor shall have been elected and qualified; and |
| 2. | Shareholders are being asked to ratify the appointment of Deloitte & Touche LLP (“Deloitte”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. |
The Board of Trustees unanimously recommends that you (i) vote “FOR” the election of the nominees (each, a “Nominee,” and collectively, the “Nominees”) proposed by the Board of Trustees and described in this proxy statement and (ii) vote “FOR” the proposal to ratify the appointment of Deloitte as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2025. Because the second proposal is a “routine matter” per the New York Stock Exchange (“NYSE”) rules and instructions, brokers will have discretionary authority to vote for the ratification of the appointment of the Company’s independent registered public accounting firm in the event that they do not receive voting instructions from the beneficial owner of any common shares of beneficial interest of the Company held of record by a broker or its nominees on behalf of
beneficial owners (“Broker Securities”) and your broker will be permitted to vote any Broker Securities with respect to this proposal. You can vote for the Nominees and on the other matter by following the instructions on the Notice of Internet Availability of Proxy Materials and voting by Internet or telephone.
These proposals are discussed in greater detail in this proxy statement.
What constitutes a quorum?
The holders of one third of the shares entitled to vote on any matter at the Meeting present at the Meeting or by proxy shall constitute a quorum at the Meeting for purposes of conducting business. Whether or not a quorum is present, any meeting of shareholders may be adjourned for any lawful purpose by the Chairperson of the Board of Trustees, the Trustees (or their designees) or a majority of the votes properly cast upon the question of adjourning a meeting. Any adjourned meeting may be held as adjourned one or more times without further notice not later than 120 days after the Record Date. A shareholder vote may be taken on one of the proposals in this proxy statement prior to such adjournment if sufficient votes have been received for approval and it is otherwise appropriate. If a quorum is present, the persons named as proxies will vote “FOR” any proposal in favor of such adjournment and “AGAINST” any proposal against such adjournment.
What is the required vote for approval of each proposal?
Election of Trustees. The affirmative vote of a plurality of all the votes cast in the election of Trustees at the Meeting is required to elect the Nominees. Plurality voting simply means that the number of Nominees receiving the highest number of affirmative votes cast at the Meeting will be elected. Neither a properly executed proxy marked “withhold” nor “broker non-votes” will affect the outcome of this proposal, although they will be considered present for the purpose of determining the presence of a quorum.
Ratification of appointment of independent registered public accounting firm. The affirmative vote of a majority of common shares of beneficial interest present in person or represented by proxy and entitled to vote on the proposal is required to ratify the appointment of Deloitte to serve as the Company’s independent registered public accounting firm. Abstentions will have the same effect as a vote against the approval of the resolution in this proposal. Brokerage firms have the authority under the NYSE rules to cast votes on certain “routine” matters if they do not receive instructions. The ratification of the appointment of Deloitte as our independent registered public accounting firm is considered a “routine” matter for which brokerage firms may vote shares for which they did not receive instructions from beneficial owners. Because brokers will have discretionary authority to vote for the ratification of the appointment of the Company’s independent registered public accounting firm, in the event that they do not receive voting instructions from the beneficial owner of the shares, there will not be any broker non-votes with respect to this proposal.
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Will I be able to participate in the online annual meeting on the same basis as I would be able to participate in a live meeting?
The Meeting will be held in a virtual meeting format only. The online meeting format for the Meeting will enable full and equal participation by all our shareholders from any place in the world at little to no cost. We designed the format of the Meeting to ensure that our shareholders who attend our Meeting will be afforded the same rights and opportunities to participate as they would at an in-person meeting and to enhance shareholder access, participation and communication through online tools. We will take the following steps to ensure such an experience:
| ∎ | providing shareholders with the ability to submit appropriate questions real-time via the Meeting website, limiting questions to one per shareholder unless time otherwise permits; and |
| ∎ | answering as many questions submitted in accordance with the Meeting rules of conduct as possible in the time allotted for the Meeting without discrimination. |
We will have technicians ready to assist you with any technical difficulties you may have accessing the live webcast. If you encounter any difficulties while accessing the Meeting during the check-in or meeting time, a technical assistance phone number will be made available on the Meeting registration page 15 minutes prior to the start time of the Meeting. The virtual meeting platform is fully supported across browsers (Firefox, Chrome, and Safari) and devices (desktops, laptops, tablets, and cell phones) running the most updated version of applicable software and plugins. Participants should ensure that they have a strong WiFi connection wherever they intend to participate in the Meeting. Participants should also give themselves plenty of time to log in and ensure that they can hear audio prior to the start of the Meeting.
What are “broker non-votes”?
Pursuant to NYSE Rule 452 and the corresponding Listed Company Manual Section 402.08, discretionary voting by banks or brokers of Broker Securities is generally prohibited, subject to the exceptions discussed in this paragraph. If you do not give instructions to your bank or broker within ten days of the Meeting, your bank or broker may vote Broker Securities with respect to matters that the NYSE determines to be “routine,” but will not be permitted to vote your Broker Securities with respect to “non-routine” items. When a bank or broker has not received instructions from the beneficial owners of Broker Securities or persons entitled to vote any Broker Securities, and the bank or broker cannot vote on a particular matter because it is not “routine,” then there is a “broker non-vote” on that matter. Broker non-votes will be counted in determining whether there is a quorum for the Meeting and will have the same effect as votes against a “non-routine” matter.
How do I authorize a proxy to vote my shares?
Follow the instructions on the Notice of Internet Availability of Proxy Materials and in this proxy statement to authorize a proxy to vote your shares electronically via the Internet or by telephone. To authorize a proxy to vote electronically via the Internet, visit www.virtualshareholdermeeting.com/BXSL2025 and enter the 16-digit control number included in your Notice of Internet Availability of Proxy Materials, on the proxy card you received, or in the instructions that accompanied your proxy materials for the Company. If you hold shares through a broker, bank, trustee or nominee and want to participate in the Meeting, you must follow the instructions you receive from your broker, bank, trustee or nominee. Online check-in will begin at 9:45 a.m., Eastern Time on September 25, 2025. Please allow time for online check-in procedures.
If you requested a paper copy of our proxy materials, follow the instructions printed on the paper proxy card to authorize a proxy to vote via the Internet, by telephone or by completing and returning the paper proxy card. The individuals named and designated as proxies will vote your shares in accordance with your instructions.
You may cast one vote for each share of common shares of beneficial interest of the Company that you owned as of the Record Date for each matter submitted for a vote at the Meeting. Each share of the Company’s common shares of beneficial interest has equal voting rights with all other shares of the Company’s common shares of beneficial interest, which is the only class of voting securities outstanding of the Company. As of the close of business on the Record Date, the Company had 229,680,609 common shares of beneficial interest outstanding.
The close of business on June 27, 2025 has been fixed as the “Record Date” for the determination of shareholders entitled to notice of and to vote at the Meeting and all adjournments or postponements thereof. This proxy statement and the accompanying materials were made available to shareholders on or about July 2, 2025.
What if other matters come up at the Meeting?
At the date this proxy statement went to press, we did not know of any matters to be properly presented at the Meeting other than those referred to in this proxy statement. If other matters are properly presented at the Meeting for consideration, and you are a shareholder of record and you are present at the Meeting you may vote on such matters, or if you have authorized a proxy to vote your shares, the persons named in the proxy card will have the discretion to vote on those matters for you.
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Can I change my vote or revoke my proxy after I authorize my proxy?
Yes. Any shareholder who has given a proxy has the right to revoke it at any time prior to its exercise either by attending the Meeting and voting his or her shares at the Meeting or by submitting a letter of revocation or a later-dated proxy to the Company at the below address prior to the date of the Meeting. Your attendance at the Meeting will not, by itself, revoke a proxy previously authorized by you. We will honor the proxy card or authorization with the latest date.
Proxy revocation notices should be sent to Blackstone Secured Lending Fund, 345 Park Avenue, 31st Floor, New York, New York 10154, Attention: Secretary.
Who will count the votes?
Representatives of Broadridge Financial Solutions, Inc. or its designee will count the votes and will serve as the independent inspector of election.
Who pays for this proxy solicitation?
The Company will bear the expenses of the solicitation of proxies. In addition to mail and e-mail, proxies may be
solicited personally, via the Internet or by telephone or facsimile, by regular employees of the Advisers or Administrators (as each such term is defined below) and their affiliates or a paid solicitor. No additional compensation will be paid to such regular employees for such services. The Company retains a solicitor and estimates that it will pay an aggregate of approximately $32,200 plus out-of-pocket expenses for such services and you could be contacted by telephone on behalf of the Company and be urged to vote. The solicitor will not attempt to influence how you vote your shares, but will only ask that you take the time to cast a vote. The Company will reimburse brokers and other persons holding shares in their names, or in the names of nominees, for their expenses for forwarding proxy materials to principals and beneficial owners and obtaining their proxies. The principal address of the Company’s investment adviser, Blackstone Private Credit Strategies LLC (the “Adviser”), is 345 Park Avenue, 31st Floor, New York, New York 10154.
If the enclosed proxy card is properly executed and returned in time to be voted at the Meeting, the shares represented thereby will be voted “FOR” each proposal listed in the Notice of Virtual 2025 Annual Meeting of Shareholders, unless instructions to the contrary are marked thereon, and in the discretion of the proxy holders as to the transaction of any other business that may properly come before the Meeting.
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PROPOSAL 1: ELECTION OF NOMINEES TO THE COMPANY’S BOARD OF TRUSTEES
Nominees for the Company’s Board of Trustees
The Board is divided into three classes, each class having a term of three years. Each year the term of office for one class will expire. Listed below are the Nominees, each of whom is currently a Trustee. Vikrant Sawhney, James F. Clark and Vicki L. Fuller have been nominated by the Board for election to a three-year term to expire at the Company’s 2028 Annual Meeting of Shareholders and until such Trustee’s successor is duly elected and qualified.
| Trustee/Nominee |
Class |
Expiration of Term if Elected | ||
| Vikrant Sawhney |
Class I | 2028 Annual Meeting | ||
| James F. Clark |
Class I | 2028 Annual Meeting | ||
| Vicki L. Fuller |
Class I | 2028 Annual Meeting | ||
Unless authority is withheld, it is the intention of the persons named in the proxy to vote the proxy “FOR” the election of each Nominee named above. Each Nominee has indicated that he or she has consented to serve as a Trustee if elected at the Meeting. If a designated Nominee declines or otherwise becomes unavailable for election, however, the proxy confers discretionary power on the persons named therein to vote in favor of a substitute Nominee or Nominees. No person being nominated by the Company as a Trustee is being proposed for election pursuant to any agreement or understanding between any such person and the Company.
This proposal is considered a “non-routine matter” per the NYSE rules and instructions; accordingly brokers cannot vote on this proposal unless they have received voting instructions from the beneficial owner of the Broker Securities.
Information about each Trustee/Nominee’s Professional Experience and Qualifications
Provided below is a brief summary of the specific experience, qualifications, attributes or skills for each Nominee that warrants their consideration as a candidate to the Board of Trustees.
The Board of Trustees based their decision to nominate each Nominee upon the following: his or her character and integrity; his or her service as a member of other boards of trustees/directors; his or her willingness to serve and willingness and ability to commit the time necessary to perform the duties of a Trustee; in respect of Mr. Sawhney, his roles with Blackstone Inc. (“Blackstone”); and, in respect of Mr. Clark and Ms. Fuller, each not being an “interested person” of the Company, as that term is defined in the Investment Company Act of 1940 Act, as amended (the “1940 Act”). No factor, by itself, was controlling. In addition to the information provided in the table below, each Trustee possesses the following attributes: Robert Bass, experience as an executive and service as a board member; Tracy Collins, experience as an executive and service as a board member of another registered management investment company; Ms. Fuller, experience as an executive and service as a board member of other registered management investment companies; Mr. Clark, experience as an investment professional; Brad Marshall, experience as an executive and investment professional and leadership roles with Blackstone Credit & Insurance; Mr. Sawhney, experience as an executive and leadership roles with Blackstone; and Michelle Greene, experience as an executive and service as a board member of a national market system exchange. References to the qualifications, attributes and skills of the Trustees are pursuant to requirements of the SEC, do not constitute holding out the Board of Trustees or any Trustees as having any special expertise or experience, and shall not impose any greater responsibility or liability on any such person or on the Board of Trustees by reason thereof.
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Biographical Information
Nominees
The Trustees have been divided into two groups: interested Trustees (each, an “Interested Trustee,” and collectively, the “Interested Trustees”) and independent Trustees (each, an “Independent Trustee,” and collectively, the “Independent Trustees”). An Interested Trustee is an “interested person” as defined in Section 2(a)(19) of the 1940 Act. An Independent Trustee is a person that is not an “interested person” as defined in Section 2(a)(19) of the 1940 Act and is “independent” under the NYSE Listing Standards.
Interested Trustee
| Vikrant Sawhney | ||
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Age: 54
Trustee Since: 2021 |
Biographical Information: Mr. Sawhney is Blackstone’s Chief Administrative Officer, Global Head of Institutional Client Solutions, and a member of the firm’s Management Committee. Since joining Blackstone in 2007, Mr. Sawhney started Blackstone Capital Markets and also served as the Chief Operating Officer of the Private Equity group. Before joining Blackstone, Mr. Sawhney worked as a Managing Director at Deutsche Bank, and prior to that at the law firm of Simpson Thacher & Bartlett LLP. Mr. Sawhney currently sits on the Board of the Blackstone Charitable Foundation. He is also the Board Chair of Dream, an East Harlem-based educational and social services organization, and a trustee of Quinnipiac University.
Qualifications: Mr. Sawhney graduated magna cum laude from Dartmouth College, where he was elected to Phi Beta Kappa. Mr. Sawhney received a J.D., cum laude, from Harvard Law School. Mr. Sawhney also serves on the board of trustees of Blackstone Private Credit Fund (“BCRED”). | |
Independent Trustees
| James F. Clark | ||
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Age: 63
Trustee Since: 2020
Committees: ∎ Audit Committee
∎ Nominating and Governance Committee
∎ Compensation Committee |
Biographical Information: Mr. Clark serves as a Partner and generalist on the investment team of Sound Shore Management, Inc. (“Sound Shore”), which he joined in 2004. Mr. Clark is responsible for the firm’s investments in energy, industrials, materials, and utilities. His tenure also includes heading Sound Shore’s Governance Committee and having served on its Investment and Operating Committees. Previously, Mr. Clark worked at Credit Suisse First Boston (“CSFB”) from 1984 to 2004, most recently as a Managing Director from 1996 to 2004. At CSFB, Mr. Clark served as Head of US Equity Research, from 2000 to 2004, and as the firm’s International and Domestic Oil Analyst, from 1989 to 2000. Mr. Clark has also served as a winter study adjunct faculty member at Williams College from 2020 to 2024.
Qualifications: Mr. Clark has an MBA from Harvard University and a BA from Williams College, cum laude and with highest honors. Mr. Clark also serves on the boards of trustees of BCRED and Blackstone Private Multi-Asset Credit and Income Fund (“BMACX”). | |
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| Vicki L. Fuller | ||
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Age: 68
Trustee Since: 2020
Committees: ∎ Audit Committee
∎ Nominating and Governance Committee
∎ Compensation Committee (Chairperson) |
Biographical Information: Ms. Fuller is founder and CEO of VLF Development LLC, where she oversees the execution of complex institutional advisory assignments. She previously served as a Director of The Williams Companies, Inc. from 2018 to 2021. Ms. Fuller has served on the board of directors, board of trustees, and key committees for eight for-profit companies. From 2012 to 2018, Ms. Fuller served as the Chief Investment Officer at New York State Common Retirement Fund (“NYS Common”). Prior to NYS Common, Ms. Fuller had a 27-year career at AllianceBernstein in New York City, a global investment manager, where her final position was Managing Director of the institutional team accountable for business development and client services to the large public pension plan market. Earlier in her career, Ms. Fuller also served roles at Standard and Poor’s and Morgan Stanley. In 2018, Ms. Fuller was appointed to the board of trustees for Fidelity Equity and High Income Funds.
Qualifications: Ms. Fuller received her M.B.A. from the University of Chicago and her B.S.B.A. from Roosevelt University. Ms. Fuller also serves on the boards of trustees of BCRED and BMACX. | |
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Required Vote
The election of each of Mr. Sawhney (Class I), Mr. Clark (Class I) and Ms. Fuller (Class I) as Trustee requires the affirmative vote of the holders of a plurality of the votes cast by holders of the Company’s common shares of beneficial interest represented at the Meeting, if a quorum is present. Plurality voting simply means that the number of Nominees getting the highest number of affirmative votes cast at the Meeting will be elected. Neither a properly executed proxy marked “withhold” nor “broker non-votes” will affect the outcome of this proposal.
THE COMPANY’S BOARD OF TRUSTEES, INCLUDING THE INDEPENDENT TRUSTEES,
UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS VOTE “FOR” THE
ELECTION OF THE COMPANY’S NOMINEES.
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Additional Information about each Trustee/Nominee and the Company’s Officers
Set forth in the table below are the Trustees/Nominees and officers (each, an “Officer,” and collectively, the “Officers”) of the Company, as well as their birth year, information relating to their respective positions held with the Company, their principal occupations during at least the past five years and, for Trustees only, the number of portfolios in the Fund Complex (as defined below) overseen by them and other directorships of public or registered investment companies held by them during at least the past five years, if any.
| Name, Address and Year of Birth(1) |
Position(s) Held with the Company |
Term of Office and Length of Time Served |
Principal Occupation(s) During Past Five Years |
Number of Portfolios in Fund Complex Overseen by Trustee(2) |
Other Directorships of Public or Registered Investment Companies Held by the Trustee During the Past Five Years | |||||
| INDEPENDENT TRUSTEES | ||||||||||
| Robert Bass |
Trustee | Trustee Since: 2018
Term Expires: |
None. | 2 | Director, Groupon, Inc. (NASDAQ: GRPN) (2012-present); Director, Redfin Corporation (NASDAQ: RDFN) (2016-2025); and Director, Lucky Strike Entertainment Corp (NYSE: LUCK) (formerly, Bowlero Corporation) (2021-present). | |||||
| James F. Clark* Birth Year: 1961 |
Trustee | Trustee Since: 2020
Term Expires:
Term Expires (if elected): 2028 |
Mr. Clark serves as Partner of Sound Shore (2004-Present). | 3 | None. | |||||
| Tracy Collins |
Trustee | Trustee Since: 2018
Term Expires: 2027 |
None. | 4 | None. | |||||
| Vicki L. Fuller* |
Trustee | Trustee Since: 2020
Term Expires: 2025
Term Expires (if elected): 2028 |
Ms. Fuller is founder and CEO of VLF Development LLC (strategic consultancy) (2018-present). | 3 | Director, Fidelity Equity and High Income Funds (2018-present); and Director, The Williams Companies (2018-2021). | |||||
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| Name, Address and Year of Birth(1) |
Position(s) Held with the Company |
Term of Office and Length of Time Served |
Principal Occupation(s) During Past Five Years |
Number of Portfolios in Fund Complex Overseen by Trustee(2) |
Other Directorships of Public or Registered Investment Companies Held by the Trustee During the Past Five Years | |||||
| Michelle Greene Birth Year: 1969 |
Trustee | Trustee Since: 2022
Term Expires: |
Ms. Greene serves as President Emeritus, a member of the Board and advisor to the Long-Term Stock Exchange (2016-present) and a member of the Board of the LTSE Group (2025-present). Ms. Greene also is an adjunct professor at Columbia University’s School of International and Public Affairs (2013-2020; 2023-present), serves on the Advisory Board of the Berkley Center of Law and Business (2025-present), and is a fellow and advisory board member at the Aspen Institute’s Business & Society Program (2022-present). | 3 | None. | |||||
| INTERESTED TRUSTEES(3) | ||||||||||
| Brad Marshall Birth Year: 1972 |
Trustee, Chairperson, and Co-Chief Executive Officer | Trustee Since: 2018
Term Expires: |
Mr. Marshall is a Senior Managing Director of Blackstone, Co-Chief Executive Officer of the Company and BCRED and the Global Head of Private Credit Strategies. He is a Senior Portfolio Manager in Blackstone Credit & Insurance’s Private Credit Group and oversees Blackstone Credit & Insurance’s Direct Lending effort. Mr. Marshall is a member of Blackstone Credit & Insurance’s Private Credit Investment Committee. | 2 | None. | |||||
| Vikrant Sawhney* Birth Year: 1970 |
Trustee | Trustee Since: 2021
Term Expires:
Term Expires (if elected): 2028 |
Mr. Sawhney is a Senior Managing Director of Blackstone. Mr. Sawhney is Blackstone’s Chief Administrative Officer, Global Head of Institutional Client Solutions and a member of the firm’s Management Committee. | 2 | None. | |||||
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OFFICERS
| Name, Address and Year of Birth(1) |
Position(s) Held with the Company |
Term of Office and Length of Time Served |
Principal Occupation(s) During the Past Five Years | |||
| Jonathan Bock Birth Year: 1982 |
Co-Chief Executive Officer | Officer Since: 2023
Term of Office: Indefinite |
Mr. Bock is a Senior Managing Director of Blackstone, Co-Chief Executive Officer of the Company and BCRED, Co-President of BMACX and Global Head of Market Research for Blackstone Credit & Insurance. Prior to joining Blackstone in 2023, Mr. Bock was the Chief Executive Officer of Barings BDC. In addition to this role, he served as the Co-Chief Executive Officer and President of Barings Private Credit Corporation and Chief Financial Officer of Barings Capital Investment Corporation, Barings Corporate Investors, and Barings Participation Investors. | |||
| Carlos Whitaker Birth Year: 1976 |
President | Officer Since: 2021
Term of Office: Indefinite |
Mr. Whitaker is a Senior Managing Director of Blackstone, the President of the Company and BCRED and the Co-President of BMACX. Before joining Blackstone in 2021, Mr. Whitaker was at Credit Suisse where he was a Managing Director and held senior executive roles in the Global Markets division, including Head of New York Advisory Sales and Co-Head of Europe, Middle East, & Africa Advisory Sales. | |||
| Teddy Desloge |
Chief Financial Officer | Officer Since: 2023
Term of Office: Indefinite |
Mr. Desloge is a Managing Director of Blackstone and serves as the Chief Financial Officer and Portfolio Manager of the Company and BCRED. Since joining Blackstone in 2015, Mr. Desloge has been involved with investment management of various direct lending funds and has focused on origination, research, and execution of private and opportunistic credit investments across industries, supporting Blackstone Credit & Insurance’s Private Credit Strategies. | |||
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| Name, Address and Year of Birth(1) |
Position(s) Held with the Company |
Term of Office and Length of Time Served |
Principal Occupation(s) During the Past Five Years | |||
| Katherine Rubenstein Birth Year: 1978 |
Chief Operating Officer | Officer Since: 2021
Term of Office: Indefinite |
Ms. Rubenstein is a Managing Director of Blackstone, Chief Operating Officer of Perpetual Fund Solutions for Blackstone Credit & Insurance, and Chief Operating Officer of the Company, BCRED and BMACX. Before joining Blackstone in 2015, Ms. Rubenstein originated senior secured loans and equipment finance opportunities in the industrial, consumer, and retail sectors for GE Capital. | |||
| Matthew Alcide |
Chief Accounting Officer and Treasurer | Officer Since: 2023
Term of Office: Indefinite |
Mr. Alcide is a Managing Director of Blackstone and Chief Accounting Officer and Treasurer of the Company and BCRED. Mr. Alcide leads the Blackstone Credit & Insurance BDC Finance Group where he oversees the accounting and financial reporting for Blackstone’s business development companies (“BDCs”), the Company and BCRED. Prior to joining Blackstone in 2023, Mr. Alcide was a Director in the New York and London offices of PricewaterhouseCoopers LLP where he provided assurance and accounting services to companies and investment funds across the asset management, investment banking and broker-dealer industries with a focus on SEC registrants and other publicly traded entities. | |||
| Oran Ebel Birth Year: 1979 |
Chief Legal Officer and Secretary | Officer Since: 2023
Term of Office: Indefinite |
Mr. Ebel is a Managing Director of Blackstone, Deputy General Counsel of Blackstone Credit & Insurance and Chief Legal Officer and Secretary of the Company and BCRED. Prior to joining Blackstone in 2013, Mr. Ebel was an associate at Debevoise & Plimpton LLP in the Finance Group. | |||
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| Name, Address and Year of Birth(1) |
Position(s) Held with the Company |
Term of Office and Length of Time Served |
Principal Occupation(s) During the Past Five Years | |||
| William Renahan Birth Year: 1969 |
Chief Compliance Officer | Officer Since: 2022
Term of Office: Indefinite |
Mr. Renahan is a Managing Director of Blackstone and serves as the Chief Compliance Officer of Blackstone’s Registered Funds. Prior to joining Blackstone in 2022, Mr. Renahan was a Senior Managing Director at Duff & Phelps Investment Management and served as Chief Compliance Officer of its investment adviser and affiliated registered investment companies. | |||
| Stacy Wang Birth Year: 1989 |
Head of Stakeholder Relations | Officer Since: 2023
Term of Office: Indefinite |
Ms. Wang is a Managing Director of Blackstone and the Head of Stakeholder Relations for the Company and BCRED. Prior to Ms. Wang’s current role, Ms. Wang focused on fundraising, product strategy, and client relationships across private and opportunistic credit products for institutional and retail investors. Prior to joining Blackstone in 2015, Ms. Wang worked as an Investment Banking Associate at Natixis, where she focused on leveraged finance and M&A transactions. | |||
| Lucie Enns Birth Year: 1990 |
Chief Securities Counsel | Officer Since: 2024
Term of Office: Indefinite |
Ms. Enns is a Senior Vice President of Blackstone and Chief Securities Counsel of the Company, BCRED and BMACX. Before joining Blackstone in 2021, Ms. Enns was an attorney at Simpson Thacher & Bartlett LLP in the Registered Funds Group. | |||
| * | Trustee/Nominee. |
| (1) | The address of each Trustee/Nominee and Officer is Blackstone Private Credit Strategies LLC, 345 Park Avenue, 31st Floor, New York, NY 10154. |
| (2) | The “Fund Complex” consists of the Company, BCRED, the Blackstone Credit & Insurance Closed-End Funds (Blackstone Senior Floating Rate 2027 Term Fund, Blackstone Long-Short Credit Income Fund and Blackstone Strategic Credit 2027 Term Fund), Blackstone Alternative Multi-Strategy Fund, BMACX and Blackstone Private Real Estate Credit and Income Fund (“BREC”). |
| (3) | “Interested person” of the Company as defined in Section 2(a)(19) of the 1940 Act. Messrs. Marshall and Sawhney are interested persons due to their employment with the Advisers. |
The Investment Advisers and Administrators
Blackstone Private Credit Strategies LLC is the Company’s investment adviser, and Blackstone Credit BDC Advisors LLC is the Company’s investment sub-adviser (the “Sub-Adviser” and, together with the Adviser, the “Advisers”). The Advisers’ business address is 345 Park Avenue, 31st Floor, New York, New York 10154.
Blackstone Private Credit Strategies LLC is also the administrator for the Company (in such capacity, the “Administrator”), and Blackstone Alternative Credit Advisors LP is the sub-administrator for the Company (the “Sub-Administrator” and, together with the Administrator, the “Administrators”). The Administrators’ business address is 345 Park Avenue, 31st Floor, New York, New York 10154.
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Trustee Compensation
The following table sets forth certain information regarding the compensation of the Independent Trustees for the fiscal year ended December 31, 2024. Trustees and Officers who are employed by Blackstone Credit & Insurance, including the Interested Trustees, receive no compensation or expense reimbursement from the Company.
| Name of Trustee/Nominee |
Fees Earned or Paid in Cash(1) |
Total Paid From the | ||||||||
| Robert Bass(3) |
$ | 229,250 | $ | 414,750 | ||||||
| James F. Clark |
$ | 215,500 | $ | 393,500 | ||||||
| Tracy Collins |
$ | 215,500 | $ | 393,500 | ||||||
| Vicki L. Fuller |
$ | 208,500 | $ | 379,500 | ||||||
| Michelle Greene |
$ | 215,500 | $ | 393,500 | ||||||
| (1) | The Company does not have a profit-sharing plan, and the Trustees do not receive any pension or retirement benefits from the Company. |
| (2) | Total compensation paid from the Fund Complex includes compensation paid by the Company and $185,500, $178,000, $178,000, $171,000 and $178,000 of compensation paid to Mr. Bass, Mr. Clark, Ms. Collins, Ms. Fuller and Ms. Greene, respectively, by BCRED for the fiscal year ended December 31, 2024. The Blackstone Credit & Insurance Closed-End Funds and Blackstone Alternative Multi Strategy Fund do not pay compensation to the Trustees. BMACX and BREC did not pay compensation to the Trustees for the fiscal year ended December 31, 2024 because they had not yet commenced operations. |
| (3) | Includes compensation as Chairperson of the Audit Committee (as defined below). |
No compensation is paid to Trustees who are “interested persons,” as such term is defined in Section 2(a)(19) of the 1940 Act. Prior to April 1, 2024, the Company paid each Independent Trustee: (i) $150,000 per year (prorated for any partial year), (ii) $2,500 for each regular meeting of the Board attended, (iii) $1,000 for committee meetings attended (in addition to regular meeting fees to the extent committees meet on regular meeting dates) and (iv) $10,000 per year for the Chairperson of the Audit Committee. On May 1, 2024, the Compensation Committee (as defined below) approved an update to compensation paid by the Company to each Independent Trustee. Effective April 1, 2024, the Company pays each Independent Trustee: (i) $200,000 per year (prorated for any partial year), (ii) $2,500 for each regular meeting of the Board attended, (iii) $1,000 for committee meetings attended (in addition to regular meeting fees to the extent committees meet on regular meeting dates) and (iv) $15,000 per year for the Chairperson of the Audit Committee. We are also authorized to pay the reasonable out-of-pocket expenses of each Independent Trustee incurred by such Trustee in connection with the fulfillment of his or her duties as an Independent Trustee.
The Board of Trustees met eight times during the fiscal year ended December 31, 2024. Each Trustee then serving in such capacity attended at least 75% of the meetings of Trustees and of any committee of which he or she is a member.
Security Ownership of Management and Certain Beneficial Owners
Beneficial ownership is determined in accordance with the rules and regulations of the SEC. These rules generally provide that a person is the beneficial owner of securities if 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. The following table sets forth, as of June 27, 2025, the beneficial ownership as indicated in the Company’s books and records of each current Trustee, the Nominees, the Company’s executive officers, the executive officers and Trustees as a group, and each person known to us to beneficially own 5% or more of the outstanding common shares of beneficial interest. Ownership information for those persons who beneficially own 5% or more of our shares is based upon filings by such persons with the SEC and other information obtained from such persons, if available.
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The percentage ownership is based on 229,680,609 common shares of beneficial interest outstanding as of June 27, 2025. To our knowledge, except as indicated in the footnotes to the table, each of the shareholders listed below has sole voting and investment power with respect to shares beneficially owned by such shareholder.
| Trustees and Executive Officers | ||||
| Name & Address(1) |
Total Shares Owned |
Percentage of Shares Held | ||
| Common Shares of Beneficial Interest | ||||
| Robert Bass |
17,043 | * | ||
| James F. Clark |
— | — | ||
| Tracy Collins |
— | — | ||
| Vicki L. Fuller |
— | — | ||
| Michelle Greene |
— | — | ||
| Brad Marshall |
203,284 | * | ||
| Vikrant Sawhney |
— | — | ||
| Jonathan Bock |
— | — | ||
| Carlos Whitaker |
3,895 | * | ||
| Teddy Desloge |
— | — | ||
| Katherine Rubenstein |
4,363 | * | ||
| Matthew Alcide |
— | — | ||
| Oran Ebel |
— | — | ||
| William Renahan |
— | — | ||
| Stacy Wang |
9,730 | * | ||
| Lucie Enns |
— | — | ||
| All Trustees and Executive Officers as a Group (16 persons) |
238,315 | * | ||
| 5% or Greater Shareholders of the Company’s Common Shares of Beneficial Interest | ||||
| Greenwich Venture Capital LLC(2) |
12,595,999 | 5.5% | ||
| QIA FIG Glass Holding Limited(3) |
13,723,035 | 6.0% | ||
| * | Amounts round to less than 1%. |
| (1) | The address for each Trustee and each executive officer of the Company is 345 Park Avenue, 31st Floor, New York, NY 10154. |
| (2) | Beneficial ownership information is based on information contained in the Schedule 13G/A filed on February 14, 2025 jointly by Greenwich Venture Capital LLC (“Greenwich Venture”), Locust Street Associates GP, LLC (“Locust Street”) and Michael Karp. According to the schedule, 12,595,999 of our common shares are held directly by Greenwich Venture. Locust Street is the sole member of Greenwich Venture. Mr. Karp is the sole member of Locust Street. Locust Street and Mr. Karp may be deemed to beneficially own the common shares held directly by Greenwich Venture. The figure shown above consists of 12,595,999 common shares over which Mr. Karp has shared voting power, and 12,595,999 common shares over which Mr. Karp has shared dispositive power. In addition to the shares listed above, Mr. Karp directly holds 7,275,976 common shares over which Mr. Karp has sole voting and dispositive power. The address of each of Greenwich Venture, Locust Street and Michael Karp is 1062 Lancaster Avenue, Suite 30B, Bryn Mawr, PA 19010. |
| (3) | The address for QIA FIG Glass Holding Limited (“QIA”) is Ooredoo Tower (Building 14), Al Dafna Street (Street 801), Al Dafna (Zone 61), Doha, State of Qatar. |
Application of Control Share Statute
The Company is organized as a Delaware statutory trust and thus is subject to the control share acquisition statute contained in Subchapter III of the Delaware Statutory Trust Act (the “Control Share Statute”). The Control Share Statute applies to any closed-end management investment company that has elected to be regulated as a BDC under the 1940 Act, is organized as a Delaware statutory trust and is listed on a national securities exchange, such as the Company. The Control Share Statute became automatically applicable to the Company on August 1, 2022. In general, the Control Share Statute limits the ability of holders of “control beneficial interests” to vote their shares of a fund above various threshold levels that start at 10% unless the other shareholders of such fund vote to reinstate those rights. “Control beneficial interests” are aggregated to include the holdings of related parties and shares acquired before the effective date of the Control Share Statute. The Board of Trustees may exempt acquisitions from the application of the Control Share Statute.
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The Control Share Statute requires shareholders to disclose any control share acquisition to the Company within 10 days of such acquisition and, upon request, to provide any related information the Board of Trustees reasonably believes is necessary or desirable.
Dollar Range of Equity Securities Beneficially Owned by Trustees/Nominees
The following table sets forth the dollar range of equity securities of the Company and on an aggregate basis for the entire Fund Complex overseen by each Trustee as of June 27, 2025.
| Trustee/Nominee |
Dollar Range of Equity Securities in the Company: |
Aggregate Dollar Range of Equity Securities Held in All Funds Trustee or Nominee in the Fund | ||
| Independent Trustees/Nominees | ||||
| Robert Bass |
Over $100,000 | Over $100,000 | ||
| James F. Clark |
None | Over $100,000 | ||
| Tracy Collins |
None | None | ||
| Vicki L. Fuller |
None | $10,001-$50,000 | ||
| Michelle Greene |
None | None | ||
| Interested Trustees/Nominees | ||||
| Brad Marshall |
Over $100,000 | Over $100,000 | ||
| Vikrant Sawhney |
None | Over $100,000 | ||
| (1) | Dollar ranges are as follows: none, $1-$10,000, $10,001-$50,000, $50,001-$100,000, or over $100,000. This information has been furnished by each Trustee and Nominee for election as Trustee as of June 27, 2025. “Beneficial Ownership” is determined in accordance with Section 16a-1(a)(2) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). |
| (2) | Dollar ranges were determined using the number of shares that are beneficially owned as of June 27, 2025, multiplied by the Company’s net asset value per share as of March 31, 2025. |
Leadership Structure of the Board of Trustees
The Board of Trustees is currently composed of seven Trustees, five Independent Trustees and two Interested Trustees. Brad Marshall serves as Chairperson of the Board. Mr. Marshall is an “interested person” of the Company. The appointment of Mr. Marshall as Chairperson reflects the Board of Trustees’ belief that his experience, familiarity with the Company’s day-to-day operations and access to individuals with responsibility for the Company’s management and operations provides the Board of Trustees with insight into the Company’s business and activities and, with his access to appropriate administrative support, facilitates the efficient development of meeting agendas that address the Company’s business, legal and other needs and the orderly conduct of board meetings. All committees are chaired by Independent Trustees. Executive sessions, which are meetings of the Independent Trustees without the presence of Interested Trustees and management, are regularly held throughout the year. At each executive session, the Independent Trustees determine which member will preside. The Board of Trustees has determined that its leadership structure is appropriate in light of the Company’s circumstances and provides for the informed and independent exercise of its responsibilities.
Oversight of Risk Management
Our Board performs its risk oversight function primarily through (i) its standing committees, which report to the entire Board and are composed solely of Independent Trustees, and (ii) active monitoring of our Chief Compliance Officer and our compliance policies and procedures. Oversight of other risks is delegated to the committees.
Oversight of our investment activities extends to oversight of the risk management processes employed by the Advisers as part of their day-to-day management of our investment activities. The Board anticipates reviewing risk management processes at both regular and special board meetings throughout the year, consulting with appropriate representatives of the Advisers as necessary and periodically requesting the production of risk management reports or presentations. In addition to such periodic reports, the Board, or a committee thereof, may receive updates from management as to the Company’s and the Advisers’
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cybersecurity risks and Blackstone cybersecurity program developments. The goal of the Board’s risk oversight function is to ensure that the risks associated with our investment activities are accurately identified, thoroughly investigated and responsibly addressed. Investors should note, however, that the Board’s oversight function cannot eliminate all risks or ensure that particular events do not adversely affect the value of investments.
We believe that the role of our Board in risk oversight is effective and appropriate given the extensive regulation to which we are already subject as a BDC. As a BDC, we are required to comply with certain regulatory requirements that control the levels of risk in our business and operations. For example, we are limited in our ability to enter into transactions with our affiliates, including investing in any portfolio company in which one of our affiliates currently has an investment.
Audit Committee
The Board of Trustees has an audit committee (the “Audit Committee”) that is responsible for (a) assisting the Board’s oversight of the integrity of the Company’s financial statements, the independent registered public accounting firm’s qualifications and independence, the Company’s compliance with legal and regulatory requirements and the performance of the Company’s independent registered public accounting firm; (b) preparing an Audit Committee report, if required by the SEC, which is included in this proxy statement; (c) overseeing the scope of the annual audit of the Company’s financial statements, the quality and objectivity of the Company’s financial statements, accounting and financial reporting policies and internal controls; (d) determining the selection, appointment, retention and termination of the Company’s independent registered public accounting firm, as well as approving the compensation thereof; (e) pre-approving all audit and non-audit services provided to us and certain other persons by such independent registered public accounting firm; and (f) acting as a liaison between the Company’s independent registered public accounting firm and the Board. The members of the Audit Committee are Robert Bass, James F. Clark, Tracy Collins, Vicki L. Fuller and Michelle Greene, all of whom have been determined not to be “interested persons” of the Company under the 1940 Act and who are “independent” as defined in the NYSE Listing Standards and the Audit Committee charter. Robert Bass serves as the Chairperson of the Audit Committee. The Company’s Audit Committee met eight times during the fiscal year ended December 31, 2024.
The Board of Trustees has determined that all members of the Audit Committee are “financially literate” within the meaning of the NYSE Listing Standards and has designated Robert Bass as the Company’s “audit committee financial expert,” as defined in the rules promulgated by the SEC, and as required by NYSE Listing Standards.
The Company’s Audit Committee charter is available on the Company’s website (www.bxsl.com).
The Board has determined that the service of Mr. Bass on the audit committees of more than three public companies does not impair his ability to effectively serve on the Company’s Audit Committee, given Mr. Bass’s extensive experience as an audit professional, his proficiency in accounting, and his knowledge of the Company.
Nominating and Governance Committee
The Board of Trustees has a nominating and governance committee (the “Nominating and Governance Committee”) that is responsible for selecting and nominating the Independent Trustees for election as Trustees. The members of the Nominating and Governance Committee are Robert Bass, James F. Clark, Tracy Collins, Vicki L. Fuller and Michelle Greene, all of whom have been determined not to be “interested persons” of the Company under the 1940 Act and who are “independent” as defined in the NYSE Listing Standards and the Nominating and Governance Committee charter. Ms. Collins serves as Chairperson of the Nominating and Governance Committee. The Nominating and Governance Committee met four times during the fiscal year ended December 31, 2024.
When vacancies or newly created trusteeships occur, the Nominating and Governance Committee will consider Trustee candidates recommended by a variety of sources to nominate for election by the Company’s shareholders. While the Nominating and Governance Committee is solely responsible for the selection and nomination of the Independent Trustees, the Nominating and Governance Committee may accept Nominees recommended by a shareholder as it deems appropriate. Shareholders who wish to recommend a Nominee may do so by submitting their recommendation with biographical information and a statement as to the qualifications of the proposed Nominee to the Secretary of the Company at 345 Park Avenue, 31st Floor, New York, New York 10154. In considering Trustee candidates, the Nominating and Governance Committee will take into consideration whether or not the person is willing and able to commit the time necessary for the performance of the duties of a Trustee, whether the person is otherwise qualified under applicable laws and regulations to serve as a Trustee, the contribution which the person may be expected to make to the Board and the Company, with consideration being given to the person’s business and professional experience, board experience, education and such other factors as the Nominating and Governance Committee, in its sole judgment, may consider relevant, and the character and integrity of the person. In evaluating Independent Trustee candidates, the Nominating and Governance Committee also considers, among other factors that it may deem relevant, whether or not the person is an “interested person” as defined in the 1940 Act, whether or not the person has any relationships that might impair his or her independence, such as any business, financial or family relationship with Company management, the Advisers, or any other principal Company service providers or their affiliates and whether or not the person serves on the boards of, or is otherwise affiliated with, competing financial service organizations or their related mutual fund complexes.
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The Nominating and Governance Committee charter is available on the Company’s website (www.bxsl.com).
Compensation Committee
The Board of Trustees has a compensation committee (the “Compensation Committee”) composed of Robert Bass, James F. Clark, Tracy Collins, Vicki L. Fuller and Michelle Greene, all of whom have been determined not to be “interested persons” of the Company under the 1940 Act and who are “independent” as defined in the NYSE Listing Standards and the Compensation Committee charter. Ms. Fuller serves as the Chairperson of the Compensation Committee. The Compensation Committee met three times during the fiscal year ended December 31, 2024.
The Compensation Committee is responsible for reviewing and approving the compensation of the Independent Trustees. In addition, although the Company does not directly compensate the Company’s executive officers currently, to the extent that the Company will do so in the future, the Compensation Committee would also be responsible for reviewing and evaluating their compensation and making recommendations to the Board of Trustees regarding their compensation. The Compensation Committee has the authority to engage compensation consultants and to delegate their duties and responsibilities to a member or to a subcommittee of the Compensation Committee.
The Compensation Committee charter is available on the Company’s website (www.bxsl.com).
Compensation Committee Interlocks and Insider Participation
During 2024, the Compensation Committee was composed of Robert Bass, James F. Clark, Tracy Collins, Vicki L. Fuller and Michelle Greene, none of whom were Officers or employees of the Company during the fiscal year ended December 31, 2024, and none of whom had any relationship requiring disclosure by the Company under Item 404 of Regulation S-K under the Exchange Act. None of our executive officers has served on the board of trustees or compensation committee of any other entity that has or has had one or more executive officers who served as a member of our Board of Trustees or our Compensation Committee during the fiscal year ended December 31, 2024.
Clawback Policy
The Board has adopted a clawback policy (the “Clawback Policy”) which requires the recoupment of certain incentive-based compensation in compliance with Section 303A.14 of the NYSE Listed Company Manual. The Company currently neither pays nor has any plans to pay or otherwise award Incentive Compensation to Covered Executives (as each is defined in the Clawback Policy), but nevertheless has designed and implemented the Clawback Policy to comply with Section 303A.14. For additional information, please refer to the Clawback Policy filed as Exhibit 97.1 to the Annual Report.
Certain Relationships and Transactions
Investment Advisory Agreement; Administration Agreement
On November 7, 2024, the Board approved Blackstone Credit BDC Advisors LLC’s assignment of the amended and restated investment advisory agreement dated October 18, 2021 to Blackstone Private Credit Strategies LLC pursuant to Rule 2a-6 under the 1940 Act, effective January 1, 2025. The Board also approved the second amended and restated investment advisory agreement (the “Investment Advisory Agreement”) to acknowledge such assignment. Accordingly, effective January 1, 2025, Blackstone Private Credit Strategies LLC became the Company’s investment adviser pursuant to the Investment Advisory Agreement. Further, on November 7, 2024, the Board approved a sub-advisory agreement (the “Sub-Advisory Agreement” and, together with the Investment Advisory Agreement, the “Advisory Agreements”) among the Company, the Adviser and Blackstone Credit BDC Advisors LLC. Accordingly, effective January 1, 2025, Blackstone Credit BDC Advisors LLC became the Company’s investment sub-adviser pursuant to the Sub-Advisory Agreement. These changes are the result of a reorganization of certain subsidiaries of Blackstone and will not result in any change in the aggregate fees paid by the Company. Further, the nature and level of services provided to the Company will remain the same, as will the personnel that provide investment management services to the Company on behalf of the Adviser or the Sub-Adviser.
On November 7, 2024, the Board approved the termination of the administration agreement between the Company and Blackstone Alternative Credit Advisors LP, effective December 31, 2024, and a new administration agreement (the “Administration Agreement”) between the Company and Blackstone Private Credit Strategies LLC, effective January 1, 2025. Accordingly, effective January 1, 2025, Blackstone Private Credit Strategies LLC became the Company’s administrator pursuant to the Administration Agreement. Further, on November 7, 2024, the Board approved a sub-administration agreement (the “Sub-Administration Agreement” and, together with the Administration Agreement, the “Administration Agreements”) between the Administrator, on
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behalf of the Company, and Blackstone Alternative Credit Advisors LP. Accordingly, effective January 1, 2025, Blackstone Alternative Credit Advisors LP became one of the Company’s sub-administrators pursuant to the Sub-Administration Agreement. To acknowledge the change of the administrator, the Board also approved the assignment of the sub-administration agreement with State Street Bank and Trust Company from Blackstone Alternative Credit Advisors LP to the Administrator, effective January 1, 2025. These changes will not result in any change in the aggregate fees paid by the Company. Further, the nature and level of services provided to the Company will remain the same, as will the personnel that provide administrative services to the Company on behalf of the Administrator or the Sub-Administrator.
Pursuant to the Advisory Agreements and the Administration Agreements, the Advisers and Administrators will be reimbursed for certain expenses as they occur. Each of the Advisory Agreements and the Administration Agreements has been approved by the Board. Unless earlier terminated, each of the Advisory Agreements and the Administration Agreements will remain in effect if approved annually by a majority of the Board, including a majority of Independent Trustees, or by the holders of a majority of our outstanding voting securities.
For the year ended December 31, 2024, the base management fees were $116.6 million. As of December 31, 2024, $32.3 million was payable to Blackstone Credit BDC Advisors LLC relating to management fees. For the year ended December 31, 2024, the Company accrued income-based incentive fees of $150.1 million. As of December 31, 2024, $38.7 million was payable to Blackstone Credit BDC Advisors LLC for income-based incentive fees. The Company accrued no capital gains-based incentive fees for the year ended December 31, 2024. As of December 31, 2024, no amount was payable to Blackstone Credit BDC Advisors LLC for capital gains-based incentive fees.
For the year ended December 31, 2024, the Company incurred $2.6 million in expenses under the prior administration agreement with Blackstone Alternative Credit Advisors LP, which was recorded in “Administrative service expenses” in the Company’s Consolidated Statements of Operations. As of December 31, 2024, $1.5 million was unpaid and included in “Due to affiliates” in the Consolidated Statements of Assets and Liabilities in the Annual Report.
Co-Investment Relief
The Company has in the past co-invested, and in the future will co-invest, with certain affiliates of Blackstone and the Advisers. The Company has received an exemptive order from the SEC that permits the Company, among other things, to co-invest with certain other persons, including certain affiliates of Blackstone and the Advisers and certain funds managed and controlled by Blackstone, the Advisers and their affiliates, subject to certain terms and conditions. Pursuant to such order, the Board has approved co-investment policies and procedures describing how the Company will comply with the co-investment exemptive relief. Further, the Advisers have adopted co-investment policies and procedures describing the allocation of co-investment opportunities in which the Company will have the opportunity to participate with one or more Blackstone and Blackstone Credit & Insurance BDCs, and other public or private Blackstone and Blackstone Credit & Insurance funds that target similar assets. If Blackstone Credit & Insurance considers an investment that is consistent with our then-current investment objectives and strategies, Blackstone Credit & Insurance must present the Company with the opportunity to participate in the investment. The Company may determine to participate or not to participate, depending on whether Blackstone or Blackstone Credit & Insurance determine that the investment is appropriate for the Company (e.g., based on investment strategy). The co-investment is generally allocated to the Company, any other Blackstone Credit & Insurance BDCs (including BCRED) and the other Blackstone and Blackstone Credit & Insurance funds participating in the investment pro rata based on available capital in the applicable asset class. If the Advisers determine that such investment is not appropriate for the Company or that the Company should not participate, the investment will not be allocated to the Company.
Statement of Policy Regarding Transactions with Related Persons
The Board has adopted a written statement of policy regarding transactions with affiliated parties, including related persons (as such term is defined in Item 404 of Regulation S-K). The Board will conduct quarterly reviews of any potential related party transactions brought to its attention and, during these reviews, will consider any conflicts of interest brought to its attention pursuant to the Company’s compliance policies and procedures. The Independent Trustees are required to review, approve or ratify any transactions with related persons. Each of the Company’s Trustees and executive officers is instructed and periodically reminded to inform the Company’s Chief Compliance Officer or designee of any potential related party transactions.
In the ordinary course of our business, we and our subsidiaries may buy loans from and sell loans to other investors, including QIA or its subsidiaries, on an arm’s-length basis. As a result of its ownership of more than 5% of the Company’s common shares, QIA is considered to be a “related person” under Item 404 of Regulation S-K. For the year ended December 31, 2024, the Company purchased a loan from QIA with a par value of $3.4 million for a total cash purchase price based on then-current fair value (at the time of purchase) of $3.4 million.
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PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Deloitte & Touche LLP has been appointed by the Board to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. Deloitte acted as the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2024. The Company knows of no direct financial or material indirect financial interest of Deloitte in the Company. A representative of Deloitte will be present at the Meeting, and will have an opportunity to make a statement, if asked, and will be available to respond to appropriate questions.
Although action by the shareholders on this matter is not required, the Audit Committee and the Board believe it is appropriate to seek shareholder ratification of this appointment in light of the role played by the independent registered public accounting firm in reporting on the Company’s consolidated financial statements. If a quorum is present at the Meeting and the appointment of Deloitte as independent registered public accounting firm for the fiscal year ending December 31, 2025 is not ratified by the shareholders, the adverse vote will be considered by the Audit Committee in determining whether to appoint Deloitte as the Company’s independent registered public accounting firm for the succeeding fiscal year.
Principal Accounting Fees and Services
The following table sets forth for the Company the aggregate fees billed by Deloitte for the Company’s last two fiscal years, as a result of professional services rendered for:
(1) Audit Fees for professional services provided by Deloitte for the audit of the Company’s annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements;
(2) Audit-Related Fees for any services rendered by Deloitte to the Company that are reasonably related to the performance of the audits or reviews of the Company’s consolidated financial statements (but not reported as audit fees above). These services include attestation services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards;
(3) Tax Fees for all services performed by professional staff in Deloitte’s tax division except those services related to the audits. This category includes fees for services provided in connection with the preparation and review of tax returns, tax compliance, tax advice and tax planning; and
(4) All Other Fees for products and services provided to the Company by Deloitte other than those services reported below under “Audit Fees,” “Audit-Related Fees” and “Tax Fees.”
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2024 | 2023 | ||||||||
| Audit Fees |
$ | 1,215,100 | $ | 1,160,000 | ||||||
| Audit-Related Fees |
$ | 355,000 | $ | 232,500 | ||||||
| Tax Fees |
— | — | ||||||||
| All Other Fees |
— | — | ||||||||
| Total |
$ | 1,570,100 | $ | 1,392,500 | ||||||
No audit related, tax or other fees were billed by Deloitte to Blackstone Credit BDC Advisors LLC, or any entity controlling, controlled by, or under common control with, Blackstone Credit BDC Advisors LLC, that provides ongoing services to the Company, for the years ended December 31, 2024 and 2023. This includes any non-audit services required to be pre-approved or non-audit services that did not require pre-approval since they did not directly relate to the Company’s operations or financial reporting.
The Audit Committee charter (the “Charter”) requires that the Audit Committee pre-approve (i) all audit and non-audit services that the Company’s independent registered public accounting firm provides to the Company, and (ii) all non-audit services that the Company’s independent registered public accounting firm provides to the Advisers and any entity controlling, controlled by, or under common control with the Advisers that provides ongoing services to the Company, if the engagement relates directly to the operations and financial reporting of the Company; provided that the Audit Committee may implement policies and procedures by which such services are approved other than by the full Audit Committee prior to their ratification by the Audit Committee. For the fiscal years ended December 31, 2024 and December 31, 2023, the Company did not pay any fees for services pursuant to the exceptions to the pre-approval requirements set forth in 17 CFR 210.2-01(c)(7)(i)(C).
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Audit Committee Report
The Audit Committee acts according to the Charter. Robert Bass has been appointed as Chairperson of the Audit Committee. The Audit Committee is responsible for assisting the Board of Trustees in fulfilling its oversight responsibilities with respect to the adequacy of the Company’s accounting and financial reporting processes, policies and practices; the integrity of the Company’s financial statements; the adequacy of the Company’s overall system of internal controls; the Company’s compliance with legal and regulatory requirements; the qualification and independence of the Company’s independent registered public accounting firm; the performance of the Company’s internal audit function provided by the Adviser and the Company’s other service providers; and the review of the report required to be included in the Company’s annual proxy statement by the rules of the SEC. The Audit Committee is also required to prepare an audit committee report to be included in the Company’s annual proxy statement as required by Item 407(d)(3)(i) of Regulation S-K. The duties and powers of the Audit Committee include reviewing any issues brought to the Audit Committee’s attention by the Company’s independent registered public accounting firm or personnel responsible for management of the Company, resolving any disagreements between the personnel responsible for management of the Company and the independent registered public accounting firm concerning the Company’s financial reporting, reviewing policies with respect to risk assessment and risk management and reviewing such other matters as may be appropriately delegated to the Audit Committee by the Board of Trustees. The Charter is available on the Company’s website, www.bxsl.com. As set forth in the Charter, the function of the Audit Committee is oversight; it is the responsibility of the Adviser to maintain appropriate systems for accounting and internal control, and the independent registered public accounting firm’s responsibility to plan and carry out a proper audit. The independent registered public accounting firm is ultimately accountable to the Board of Trustees and the Audit Committee, as representatives of the Company’s shareholders. The independent registered public accounting firm for the Company reports directly to the Audit Committee.
In performing its oversight function, the Audit Committee reviewed and discussed with management of the Company and the independent registered public accounting firm, Deloitte, the audited financial statements of the Company as of and for the fiscal year ended December 31, 2024, and discussed the audit of such financial statements with the independent registered public accounting firm.
In addition, the Audit Committee discussed with the independent registered public accounting firm the accounting principles applied by the Company and such other matters brought to the attention of the Audit Committee by the independent registered public accounting firm required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (the “PCAOB”) and the SEC. The Audit Committee also received from the independent registered public accounting firm the written disclosures and letters required by applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence, and has discussed with the independent registered public accounting firm its independence.
The members of the Audit Committee are not, and do not represent themselves to be, professionally engaged in the practice of auditing or accounting and are not employed by the Company for accounting, financial management or internal control purposes. Moreover, the Audit Committee relies on and makes no independent verification of the facts presented to it or representations made by management or the Company’s independent registered public accounting firm. Accordingly, the Audit Committee’s oversight does not provide an independent basis to determine that management has maintained appropriate accounting and financial reporting principles and policies, or internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations. Furthermore, the Audit Committee’s considerations and discussions referred to above do not provide assurance that the audit of the Company’s financial statements has been carried out in accordance with generally accepted accounting standards or that the financial statements are presented in accordance with generally accepted accounting principles.
Based on its consideration of the audited financial statements and the discussions referred to above with management and the Company’s independent registered public accounting firm, and subject to the limitations on the responsibilities and role of the Audit Committee set forth in the Charter and those discussed above, the Audit Committee recommends to the Board of Trustees that the Company’s audited financial statements be included in the Annual Report.
SUBMITTED BY THE AUDIT COMMITTEE OF THE BOARD OF TRUSTEES
Robert Bass, Audit Committee Chairperson
James F. Clark
Tracy Collins
Vicki L. Fuller
Michelle Greene
The material in this report is not “soliciting material,” is not deemed “filed” with the SEC, and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.
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Required Vote
The affirmative vote of a majority of the common shares of beneficial interest present in person or represented by proxy and entitled to vote on this proposal, provided a quorum is present, is required to ratify the appointment of Deloitte to serve as the Company’s independent registered public accounting firm. Abstentions will have the same effect as a vote against the approval of the resolution in this proposal. Brokerage firms have the authority under the NYSE rules to cast votes on certain “routine” matters if they do not receive instructions. The ratification of the appointment of Deloitte as our independent registered public accounting firm is considered a “routine” matter for which brokerage firms may vote shares for which they did not receive instructions from beneficial owners. Because brokers will have discretionary authority to vote for the ratification of the appointment of the Company’s independent registered public accounting firm, in the event that they do not receive voting instructions from the beneficial owner of the shares, there will not be any broker non-votes with respect to this proposal.
THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2025.
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OTHER MATTERS TO COME BEFORE THE MEETING
The Trustees do not intend to present any other business at the Meeting, nor are they aware that any shareholder intends to do so. If, however, any other matters, including adjournments or postponements, are properly brought before the Meeting, the persons named in the accompanying form of proxy will vote thereon in accordance with their judgment.
SHAREHOLDER & INTERESTED PARTY COMMUNICATIONS WITH BOARD OF TRUSTEES
Shareholders and other interested parties may mail written communications to the full Board of Trustees, to committees of the Board or to specified individual Trustees in care of the Secretary of Blackstone Secured Lending Fund, 345 Park Avenue, 31st Floor, New York, New York 10154. All shareholder or interested party communications received by the Secretary will be forwarded promptly to the Board of Trustees, the relevant Board of Trustees committee or the specified individual Trustees, as applicable, except that the Secretary may, in good faith, determine that a shareholder or interested party communication should not be so forwarded if it does not reasonably relate to the Company or its operations, management, activities, policies, service providers, Board of Trustees, officers, shareholders or other matters relating to an investment in the Company or is purely ministerial in nature.
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SHAREHOLDER PROPOSALS
To submit a shareholder proposal for the Company’s 2026 annual meeting for inclusion in the Company’s proxy statement and form of proxy, a shareholder is required to send the Company a notice of, and specified information with respect to, any proposals pursuant to Rule 14a-8 under the Exchange Act not less than 120 days prior to the first anniversary of the date of release of the proxy statement for the preceding year’s annual meeting. For the 2026 annual meeting of shareholders, the Company must receive such proposals no later than March 4, 2026. In addition, pursuant to the Company’s Bylaws, a shareholder is required to give to the Company notice of, and specified information with respect to, any proposals (including Trustee nominees) that such shareholder intends to present at the 2026 annual meeting not later than the close of business on the one hundred twentieth (120th) day, nor earlier than the close of business on the one hundred fiftieth (150th) day, prior to the first anniversary of the preceding year’s annual meeting (provided, however, that if the date of the annual meeting is more than thirty (30) days before or more than seventy (70) days after such anniversary date, notice by the shareholder must be so delivered not earlier than the close of business on the one hundred fiftieth (150th) day prior to such annual meeting and not later than the close of business on the later of the one hundred twentieth (120th) day prior to such annual meeting or the tenth (10th) day following the day on which public announcement of the date of such meeting is first made by the Company). Accordingly, a shareholder’s nomination of a candidate for Trustee or other proposal must be received no earlier than April 28, 2026 and no later than May 28, 2026 in order to be considered at the 2026 annual meeting. Under the circumstances described in, and upon compliance with, Rule 14a-4(c) under the Exchange Act, the Company may solicit proxies in connection with the 2026 annual meeting which confer discretionary authority to vote on any shareholder proposals of which the Secretary of the Company does not receive notice in accordance with the aforementioned date. Timely submission of a proposal does not guarantee that such proposal will be included.
YOU CAN VOTE FOR THE NOMINEES AND ON THE OTHER MATTER VIRTUALLY AT THE MEETING BY FOLLOWING THE INSTRUCTIONS IN THE NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS AND THIS PROXY STATEMENT. SHAREHOLDERS WHO DO NOT EXPECT TO ATTEND THE MEETING ARE URGED TO VOTE BY PROXY AS SOON AS POSSIBLE; VOTING BY INTERNET, TELEPHONE OR BY MAILING THE PROXY CARD IN ADVANCE OF THE MEETING ARE AVAILABLE OPTIONS.
HOUSEHOLDING OF PROXY MATERIALS
SEC rules permit companies and intermediaries such as brokers to satisfy delivery requirements for annual reports, proxy statements and notices with respect to two or more shareholders sharing the same address by delivering a single annual report, proxy statement or notice addressed to those shareholders. This process, which is commonly referred to as “householding,” provides cost savings for companies. Some brokers household proxy materials, delivering a single annual report, proxy statement and notice to multiple shareholders sharing an address unless contrary instructions have been received from the affected shareholders. Shareholders will continue to receive separate proxy cards. Once you have received notice from your broker that it will be householding materials to your address, householding will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate annual report, proxy statement and notice of internet availability of proxy materials, or if you are receiving duplicate copies of these materials and wish to have householding apply, please notify your broker. You can also request prompt delivery of a copy of the proxy statement and Annual Report by contacting Broadridge, 51 Mercedes Way, Edgewood, New York 11717, (844) 618-1695. You can also request prompt delivery of a copy of the Annual Report, proxy statement and Notice of Internet Availability of Proxy Materials, by contacting Broadridge, 51 Mercedes Way, Edgewood, New York 11717, (844) 618-1695.
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Blackstone 345 Park Avenue New York, NY 10154 www.bxsl.com |
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BLACKSTONE SECURED LENDING FUND (BXSL)
345 PARK AVENUE, 31ST FLOOR
NEW YORK, NY 10154
VOTE BY INTERNET
Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above
Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time on September 24, 2025. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.
During The Meeting - Go to www.virtualshareholdermeeting.com/BXSL2025
You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions.
VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time on September 24, 2025. Have your proxy card in hand when you call and then follow the instructions.
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. Mailed proxy cards must be received by 11:59 p.m. Eastern Time on September 24, 2025.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
V75481-P34812 KEEP THIS PORTION FOR YOUR RECORDS
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DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
| BXSL
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| THE BOARD OF TRUSTEES RECOMMENDS A VOTE “FOR” THE THREE CLASS I TRUSTEE NOMINEES LISTED BELOW AND A VOTE “FOR” PROPOSAL 2. |
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1. Elect three Class I Trustee nominees listed in the Proxy |
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| Nominees: |
For | Withhold | ||||||||||||||||||||
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1a. Vikrant Sawhney |
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1b. James F. Clark
1c. Vicki L. Fuller |
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| For | Against | Abstain | ||||||||||||||||||||
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2. Ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025. |
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| NOTE: Such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof will be voted on by the proxy holders in their discretion. | ||||||||||||||||||||||
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Note: Please sign exactly as your name(s) appear(s) on this proxy card, and date it. When shares are held jointly, each holder should sign. When signing in a representative capacity, please include your title. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. |
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| Signature [PLEASE SIGN WITHIN BOX] |
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Signature (Joint Owners) |
Date |
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YOUR VOTE IS IMPORTANT!
Important Notice Regarding the Availability of Proxy Materials for the 2025 Annual Meeting To Be
Held On September 25, 2025:
The Proxy Statement, Form of Proxy and our 2024 Annual Report are available at
www.proxyvote.com
i Please fold here—Do not separate i
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BXSL THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES FOR THE 2025 ANNUAL MEETING OF SHAREHOLDERS – SEPTEMBER 25, 2025
The undersigned shareholder(s) hereby appoint(s) Brad Marshall, Jonathan Bock, Carlos Whitaker, Teddy Desloge, Matthew Alcide, Stacy Wang, William Renahan, Katherine Rubenstein, Oran Ebel and Lucie Enns as proxies of the undersigned, with full power of substitution to each, and hereby authorize(s) each of them to represent the undersigned and to vote at the 2025 Annual Meeting of Shareholders of BXSL, to be held virtually via live webcast on the Internet at www.virtualshareholdermeeting.com/BXSL2025 on Thursday, September 25, 2025 at 10:00 a.m. (Eastern Time) (the “Meeting”) and at any and all adjournments or postponements thereof, all shares of BXSL which the undersigned would be entitled to vote if present, in accordance with the instructions on the reverse side. The undersigned acknowledge(s) receipt of the Proxy Statement relating to the Meeting and revoke(s) any proxy heretofore given with respect to such Meeting and any adjournments or postponements thereof.
The shares represented by each properly executed proxy will be voted in the manner specified in such proxy. If this proxy card is submitted with no direction, but is signed, dated, and returned, this proxy will be voted “FOR” each of the trustee nominees listed on the reverse side and “FOR” proposal 2. This proxy also grants the above named proxies discretionary power to vote upon such other business as may properly come before the Meeting or any adjournments or postponements thereof.
PLEASE MARK, SIGN AND DATE THIS PROXY ON THE REVERSE SIDE AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE. THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
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