OAKTREE SPECIALTY LENDING CORP : Material Modification to Rights of Security Holders, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits (form 8-K)

Item 3.03 Material Modification to Rights of Security Holders.

To the extent required by Item 3.03 of Form
8-K,
the information contained in Item 5.03 of this Current Report on Form
8-K
is incorporated herein by reference.

Item 5.03. Amendment to Articles of Incorporation or Bylaws; Change in Fiscal

           Year.


On January 20, 2023, Oaktree Specialty Lending Corporation (the "Company") filed
a certificate of amendment to the Company's restated certificate of
incorporation, as amended and corrected, with the Secretary of State of the
State of Delaware to effect a
1-for-3
reverse stock split of the shares of the Company's common stock, par value $0.01
per share, as of 5:00 p.m. (Eastern time) on January 20, 2023 (the "Reverse
Stock Split"). The Reverse Stock Split is expected to be effective for purposes
of trading on the Nasdaq Global Select Market as of the opening of business on
January 23, 2023. As reported below under Item 5.07 of this Current Report, the
Company's stockholders approved the Reverse Stock Split on January 20, 2023.

As a result of the Reverse Stock Split, every three shares of the Company's issued and outstanding common stock will be automatically combined into one issued and outstanding share of Common Stock, without any change in the par value per share. No fractional shares will be issued as a result of the Reverse Stock Split. In lieu of issuing fractional shares, the Company will directly pay each stockholder who would otherwise have been entitled to a fraction of a share an amount in cash (without interest) equal to the closing sale price of the Company's common stock, as quoted on the trading day immediately prior to the effective date of the Reverse Stock Split. The Reverse Stock Split will reduce the number of shares of Common Stock outstanding from 183,658,887 shares to approximately 61,219,611 shares. The number of authorized shares of Common Stock under the Certificate of Incorporation will remain unchanged at 250,000,000 shares.

Item 5.07. Submission of Matters to a Vote of Security Holders.

On January 20, 2023, the Company held its 2023 annual meeting of stockholders (the "Annual Meeting"). Set forth below are the four proposals voted upon by the Company's stockholders at the Annual Meeting, as described in the Company's proxy statement and prospectus filed with the U.S. Securities and Exchange Commission on November 30, 2022, together with the voting results for each proposal. As of November 28, 2022, the record date for the Annual Meeting, 183,374,250 shares of the Company's common stock were outstanding and entitled to vote.

Proposal 1.

The Company's stockholders elected the following nominees to serve on the Board of Directors of the Company, each of whom will serve until the 2026 annual meeting of stockholders and until his successor is duly elected and qualifies: John B. Frank and Bruce Zimmerman. The tabulation of votes was:

Name              Votes For    Withheld    Broker Non-Votes
John B. Frank     93,716,999   3,475,554      47,557,422
Bruce Zimmerman   93,783,773   3,408,780      47,557,422


Proposal 2.

The Company's stockholders ratified the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending September 30, 2023, as set forth below.

 Votes For    Votes Against   Abstain
142,412,414     1,396,584     940,977

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Proposal 3.

The Company's stockholders approved the issuance of shares of the Company's common stock, par value $0.01 per share, pursuant to the Agreement and Plan of Merger, dated as of September 14, 2022, among Oaktree Strategic Income II, Inc., a Delaware corporation ("OSI2"), the Company, Project Superior Merger Sub, Inc., a Delaware corporation and a direct wholly-owned subsidiary of the Company, and, for the limited purposes set forth therein, Oaktree Fund Advisors, LLC, a Delaware limited liability company and investment adviser to each of the Company and OSI2, as set forth below.

Votes For Votes Against Abstain Broker Non-Votes 93,386,807 2,437,582 1,368,164 47,557,422

Proposal 4.

The Company's stockholders approved an amendment to the Company's restated certificate of incorporation, as amended and corrected, to effect a 1-for-3 reverse stock split of the Company's common stock, as set forth below.

 Votes For    Votes Against    Abstain
134,470,442     7,405,166     2,874,367


Item 8.01. Other Events.

On January 20, 2023, the Company and OSI2 issued a joint press release announcing the receipt of requisite stockholder approval of the proposals related to the previously announced two-step merger of the two companies at their respective stockholder meetings held on January 20, 2023. A copy of the press release is included as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d)
Exhibits

3.1       Restated Certificate of Incorporation of the Registrant (incorporated by
        reference to Exhibit 3.1 filed with Registrant's Form 8-A (File
        No. 001-33901) filed on January 2, 2008).

3.2       Certificate of Amendment to the Registrant's Restated Certificate of
        Incorporation (incorporated by reference to Exhibit (a)(2) filed with
        Registrant's Registration Statement on Form N-2 (File No. 333-146743)
        filed on June 6, 2008).

3.3       Certificate of Correction to the Certificate of Amendment to the
        Registrant's Restated Certificate of Incorporation (Incorporated by
        reference to Exhibit (a)(3) filed with Registrant's Registration Statement
        on Form N-2 (File No. 333-146743) filed on June 6, 2008).

3.4       Certificate of Amendment to Registrant's Restated Certificate of
        Incorporation (incorporated by reference to Exhibit 3.1 filed with
        Registrant's Quarterly Report on Form 10-Q (File No. 001-33901) filed on
        May 5, 2010).

3.5       Certificate of Amendment to Registrant's Certificate of Incorporation
        (incorporated by reference to Exhibit (a)(5) filed with the Registrant's
        Registration Statement on Form N-2 (File No. 333-180267) filed on April 2,
        2013).

3.6       Certificate of Amendment to the Restated Certificate of Incorporation of
        the Registrant, dated as of October 17, 2017 (incorporated by reference to
        Exhibit 3.1 filed with the Registrant's Form 8-K (File No. 814-00755)
        filed on October 17, 2017).

3.7       Certificate of Amendment to the Restated Certificate of Incorporation of
        the Registrant, dated as of January 20, 2023.

99.1      Joint press release of the Registrant and Oaktree Strategic Income II,
        Inc., dated as of January 20, 2023.

104     Cover Page Interactive Data File (embedded within the Inline XBRL
        document).

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