Franklin BSP Capital Corp 8-K

What Happened
Franklin BSP Capital Corporation filed an 8-K on June 29, 2026 reporting results from its reconvened annual meeting held June 23, 2026 (record date April 7, 2026). Stockholders elected Ronald J. Kramer and Leslie D. Michelson as Class III directors, each to serve until the 2029 annual meeting. Stockholders also approved a proposal authorizing the company to sell or issue shares of Common Stock below then-current net asset value (NAV), subject to board approval and conditions in the proxy statement.

Key Details

• Record date: April 7, 2026 — 135,981,783 shares of Common Stock and 77,500 shares of Series A Preferred Stock outstanding and entitled to vote.
• Director election votes:
  • Ronald J. Kramer — For: 64,642,842; Against: 2,968,714; Abstain: 3,629,958.
  • Leslie D. Michelson — For: 65,014,175; Against: 2,711,604; Abstain: 3,515,735.
• Approval to sell Common Stock below NAV (includes affiliated shares): For: 54,353,032; Against: 12,864,085; Abstain: 4,024,397.
• Adjusted vote excluding 361,966 affiliated shares: For: 53,991,066; Against: 12,864,085; Abstain: 4,024,397.
• The below-NAV authority is subject to board approval and limits (including that shares issued in any such offering not exceed 25% of the Company’s then-outstanding Common Stock immediately prior to the offering).

Why It Matters
Re-electing the two Class III directors maintains board continuity. Approval to sell shares below NAV gives the company a tool to raise capital more flexibly, but such issuances can dilute existing holders and may reduce NAV per share if used. The authorization includes specific conditions and a 25% per-offering cap, so investors should watch future board decisions and any actual below-NAV offerings for their potential impact on NAV and share dilution.