UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~June~~August 1425, 2023

FRANKLIN BSP LENDING CORPORATION

(Exact name of registrant as specified in its charter)

Maryland

814-00821

27-2614444

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

9 West 57^th Street, Suite 4920 New York, New York	10019
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (212) 588-6770

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
None	N/A	N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging Growth Company ☐¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐¨

Item 51.0701. ~~Submission~~Entry ofinto ~~Matters to~~ a ~~Vote~~Material ofDefinitive ~~Security Holders~~Agreement.

On ~~June~~August 1425, 2023, Franklin BSP Lending Corporation (the “Corporation”) and ~~held~~a ~~its~~wholly ~~annual~~owned, ~~meeting~~consolidated special purpose financing subsidiary of ~~stockholders~~the Corporation, FBLC Funding I, LLC (the “~~Annual Meeting~~Subsidiary”), entered ~~and~~into ~~submitted~~Amendment ~~two~~No. ~~matters~~3 (the “Third Amendment”) to the ~~vote~~loan and servicing agreement, dated as of August 28, 2020, by and among the Corporation, the Subsidiary, each of ~~stockholders~~the lenders form time to time party thereto, Wells Fargo Bank, National Association, as administrative agent, and U.S. ~~The~~Bank ~~proposals~~National ~~are~~Association, ~~described~~as incollateral ~~detail~~agent inand ~~the~~collateral ~~Corporation’s~~custodian ~~definitive~~(as ~~proxy~~amended ~~statement~~and ~~filed~~together with the Third Amendment, the ~~Securities~~“Loan and ~~Exchange~~Servicing ~~Commission~~Agreement”). onThe ~~April~~Third 24Amendment, ~~2023.~~among Asother ofthings, ~~March~~extends ~~27,~~the ~~2023~~reinvestment period to end August 25, 2026 and the ~~record~~maturity date of the Loan and Servicing Agreement to August 25, ~~230~~2028,~~114,311~~ ~~shares~~and ofrevises ~~common~~the ~~stock~~Loan ~~were~~and Servicing ~~eligible~~Agreement tosuch ~~vote.~~that Aborrowings ~~summary~~are priced at a benchmark rate, currently SOFR, plus a margin of 2.75% during the ~~matters~~reinvestment ~~voted~~period. The ~~upon~~Subsidiary bypaid ~~the~~an ~~stockholders~~upfront isfee ~~set~~and ~~forth~~incurred ~~below~~other customary costs and expenses in connection with the Third Amendment.

~~Proposal~~The description of the Third Amendment in this Item 1.01 ~~The~~is ~~Corporation’s~~a ~~stockholders~~summary ~~elected two~~only ~~Class~~and ~~III~~is ~~directors~~qualified ofin ~~the~~all ~~Corporation,~~respects ~~Ronald~~by J.the ~~Kramer~~provisions ~~and~~of ~~Leslie~~the D.Third ~~Michelson~~Amendment, ~~each~~a tocopy ~~serve~~of aswhich awill ~~director~~be ~~until~~filed with the ~~2026~~Corporation’s ~~Annual~~Form ~~Meeting~~10-Q ~~and~~for ~~until~~the ~~his~~fiscal ~~successor~~quarter isended ~~duly~~September ~~elected~~30, ~~and qualifies~~2023.

~~The~~Item ~~following~~2.03. ~~votes~~Creation ~~were~~of ~~taken~~a inDirect ~~connection~~Financial ~~with~~Obligation ~~this~~or ~~proposal:~~an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

~~Election~~The ofinformation ~~Director~~set ~~Ronald~~forth Jin Item 1.01 ~~Kramer:~~is incorporated by reference into this Item 2.03.

Votes For		Votes Against		Abstain
108,221,354		0		7,553,323

Election of Director Leslie D. Michelson:

Votes For		Votes Against		Abstain
107,990,299		0		7,784,378

Proposal 2. The proposal to authorize the Corporation, pursuant to approval of its Board of Directors (the “Board”), to sell shares of its common stock in an amount not to exceed 25% of its then outstanding common stock immediately prior to each such sale at a price below the Corporation’s then current net asset value per share during the next year was approved.

The following votes were taken in connection with this proposal:

Votes For		Votes Against		Abstain
91,151,384		17,698,051		6,925,242

This proposal was also approved by the Corporation’s non-affiliated stockholders by a vote of 90,900,723 shares “for” and 17,698,051 shares “against,” with 6,925,242 shares abstaining. The number of votes cast in favor of this proposal represents both a “majority of outstanding voting securities” of the Corporation entitled to vote at the Annual Meeting and a “majority of outstanding voting securities” entitled to vote at the Annual Meeting that were not held by “affiliated persons” of the Corporation, each as defined under the Investment Company Act of 1940, as amended (the “1940 Act”).

As previously disclosed in the Corporation’s proxy statement, for purposes of this proposal, the 1940 Act defines “a majority of the outstanding voting securities” as: (1) 67% or more of the voting securities present at the Annual Meeting if the holders of more than 50% of the outstanding voting securities of the Corporation are present or represented by proxy; or (2) 50% of the outstanding voting securities of the Corporation, whichever is less. Abstentions and broker non-votes had the effect of a vote against this proposal.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	FRANKLIN BSP LENDING CORPORATION
Date: June 16, 2023	By:	/s/ Nina K. Baryski
Date: August 30, 2023	By:	/s/ Nina K. Baryski
	Name:	Nina K. Baryski
	Title:	Chief Financial Officer and Treasurer

Filing Compare · Franklin BSP Lending Corp