Shareholders back Bain Capital Specialty Finance (NYSE: BCSF) 2026 votes

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What did Bain Capital Specialty Finance (BCSF) shareholders vote on at the 2026 annual meeting?

Were Bain Capital Specialty Finance (BCSF) directors re-elected at the 2026 annual meeting?

How many Bain Capital Specialty Finance (BCSF) shares were entitled to vote at the 2026 meeting?

What were the vote results for Bain Capital Specialty Finance (BCSF) auditor ratification?

How did shareholders vote on Amy Butte’s re-election to the Bain Capital Specialty Finance (BCSF) board?

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8-K

Bain Capital Specialty Finance, Inc. reported the results of its 2026 Annual Meeting of Stockholders. A quorum was reached based on 64,868,506.64 shares of common stock outstanding as of April 10, 2026.

Stockholders re-elected Amy Butte, Thomas A. Hough and Clare S. Richer as Class I directors to serve until the 2029 annual meeting or until their successors are elected and qualified. Support was strongest for Thomas A. Hough, who received 30,725,652.89 votes for and 483,979.00 against.

Stockholders also ratified the selection of PricewaterhouseCoopers LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, with 51,102,227.89 votes for, 252,938.00 against and 203,980.00 abstentions.

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

1 item

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

Results of a shareholder vote on proposals at an annual or special meeting.

Shares entitled to vote: 64,868,506.64 shares Votes for Hough: 30,725,652.89 votes Votes for Richer: 30,292,583.89 votes +2 more

5 metrics

Shares entitled to vote 64,868,506.64 shares Common stock outstanding as of April 10, 2026 record date

Votes for Hough 30,725,652.89 votes For re-election of Thomas A. Hough as Class I director

Votes for Richer 30,292,583.89 votes For re-election of Clare S. Richer as Class I director

Votes for Butte 23,465,334.89 votes For re-election of Amy Butte as Class I director

Auditor ratification for votes 51,102,227.89 votes For ratification of PricewaterhouseCoopers LLP for FY ending Dec 31, 2026

quorum, broker non-votes, independent registered public accounting firm, record date

4 terms

quorum financial

"Because stockholders of the Company holding more than one-third of the shares ... a quorum was present at the Annual Meeting"

A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.

broker non-votes financial

"Broker Non-Votes | ... 20,221,676.00"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

independent registered public accounting firm financial

"ratify the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

record date financial

"As of the record date, April 10, 2026, there were 64,868,506.64 outstanding shares"

The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Understanding 8-K Material Events →

Available on EDGAR 05/22/2026 - 11:28 AM Accepted by SEC EDGAR 05/22/2026 - 11:27 AM

Shareholders voted on electing three Class I directors and ratifying PricewaterhouseCoopers LLP as auditor. Amy Butte, Thomas A. Hough and Clare S. Richer were re-elected, and PwC was approved as independent registered public accounting firm for the 2026 fiscal year.

Yes, all three Class I director nominees were re-elected. Amy Butte, Thomas A. Hough and Clare S. Richer will serve until the 2029 annual meeting or until their successors are elected and qualified, based on majority support from voting shareholders.

A total of 64,868,506.64 common shares were entitled to vote as of the April 10, 2026 record date. Stockholders holding more than one-third of these shares were present in person or by proxy, establishing a valid quorum under the company’s bylaws.

Shareholders approved PricewaterhouseCoopers LLP as independent registered public accounting firm for 2026, with 51,102,227.89 votes for, 252,938.00 against and 203,980.00 abstentions. There were no broker non-votes reported on this auditor ratification proposal.

For Amy Butte’s re-election, 23,465,334.89 votes were cast for, 7,762,677.00 against and 109,458.00 abstained, with 20,221,676.00 broker non-votes. She was re-elected as a Class I director under the company’s majority-of-votes-cast standard.

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): May 21, 2026

BAIN CAPITAL SPECIALTY FINANCE, INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware

814-01175

81-2878769

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)


200 Clarendon Street 37th Floor
Boston, Massachusetts		02116
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (617) 516-2000

N/A

(Former Name or Former Address, if Changed Since Last Report)

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

Title of each class

Trading
Symbol(s)

Name of each exchange

on which registered

Common Stock, par value $0.001 per share

BCSF

New York Stock Exchange

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))

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

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

On May 21, 2026, Bain Capital Specialty Finance, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, stockholders considered the proposals as described in the Company’s proxy statement filed on April 20, 2026. As of the record date, April 10, 2026, there were 64,868,506.64 outstanding shares of common stock entitled to vote at the Annual Meeting. Because stockholders of the Company holding more than one-third of the shares of common stock issued and outstanding and entitled to vote at the Annual Meeting as of the record date were present in person (via webcast) or by proxy, a quorum was present at the Annual Meeting, as required by the Company’s Bylaws. The final voting results on “Proposal 1 – Election of Class I Directors” and “Proposal 2 – Ratification of Selection of Independent Registered Public Accounting Firm” submitted to stockholders at the Annual Meeting are set forth below.

Proposal 1:

By the vote shown below, the stockholders re-elected Amy Butte, Thomas A. Hough and Clare S. Richer as Class I Directors of the Company, all of whom will serve until the 2029 annual meeting of the stockholders or until their respective successor is duly elected and qualified. The re-election of each nominee required a majority of the votes cast by all stockholders present, in person (via webcast) or by proxy, at the Annual Meeting.


Director	For		Against		Abstain		Broker Non-Votes
Amy Butte		23,465,334.89		7,762,677.00		109,458.00		20,221,676.00
Thomas A. Hough		30,725,652.89		483,979.00		127,838.00		20,221,676.00
Clare S. Richer		30,292,583.89		932,067.00		112,819.00		20,221,676.00

Proposal 2:

By the vote shown below, the stockholders approved a proposal to ratify the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 (“Proposal 2”). The approval of Proposal 2 required a majority of the votes cast by all stockholders present, in person (via webcast) or by proxy, at the Annual Meeting.


Votes For	Votes Against	Abstain	Broker Non-Votes
51,102,227.89	252,938.00	203,980.00	Not Applicable

SIGNATURES

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

Source: View Original Filing on SEC EDGAR

BAIN CAPITAL SPECIALTY FINANCE, INC.

Date: May 22, 2026

/s/ Adriana Rojas Garzón

Adriana Rojas Garzón

Vice President

3 documents