Franklin BSP Realty Trust (FBRT) stockholders back directors, auditor and pay at 2026 meeting

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Franklin BSP Realty Trust, Inc. held its 2026 annual stockholder meeting on June 8, 2026. Stockholders elected six directors — Pat Augustine, Richard J. Byrne, Joe Dumars, Peter J. McDonough, Buford H. Ortale and Elizabeth K. Tuppeny — to one-year terms ending at the 2027 annual meeting. Stockholders also approved the ratification of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026. In addition, stockholders approved, on an advisory basis, the compensation of the company’s named executive officers.

8-K Event Classification

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.

Key Figures

Votes for Joe Dumars: 44,744,702 votes Votes for Pat Augustine: 44,197,399 votes Votes for auditor ratification: 58,612,929 votes +3 more

6 metrics

Votes for Joe Dumars 44,744,702 votes Election of directors at 2026 annual meeting

Votes for Pat Augustine 44,197,399 votes Election of directors at 2026 annual meeting

Votes for auditor ratification 58,612,929 votes Ratification of PwC for fiscal year ending December 31, 2026

Votes for say-on-pay 40,071,017 votes Advisory vote on named executive officer compensation

Votes against say-on-pay 5,413,939 votes Advisory vote on named executive officer compensation

Broker non-votes (directors) 13,533,732 votes Reported for each director nominee line item

Key Terms

broker non-votes, independent registered public accounting firm, advisory vote on the compensation, emerging growth company, +1 more

5 terms

broker non-votes financial

"Votes Abstained | | Broker Non-Votes Pat Augustine ... 194,804 | | 13,533,732"

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

"ratification of the appointment 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.

advisory vote on the compensation financial

"an advisory vote on the compensation of the Company’s Named Executive Officers"

emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Submission of Matters to a Vote of Security Holders regulatory

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

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Understanding 8-K Material Events →

06/09/2026 - 04:30 PM

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 8, 2026

Franklin BSP Realty Trust, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Maryland	001-40923	46-1406086
(State or other jurisdiction	(Commission File Number)	(I.R.S. Employer
of incorporation)		Identification No.)

1 Madison Ave., Suite 1600

New York, New York 10010

(Address of principal executive offices, including zip code)

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

(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 (see General Instruction A.2 below):

¨	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))

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 $0.01 per share	FBRT	New York Stock Exchange
7.50% Series E Cumulative Redeemable Preferred Stock, par value $0.01 per share	FBRT PRE	New York Stock Exchange

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

The 2026 annual meeting of stockholders (the “Annual Meeting”) of Franklin BSP Realty Trust, Inc. (the “Company”) was held on June 8, 2026.

At the Annual Meeting, stockholders voted on (i) the election of Pat Augustine, Richard J. Byrne, Joe Dumars, Peter J. McDonough, Buford H. Ortale and Elizabeth K. Tuppeny to the Company’s Board of Directors for one-year terms until the 2027 annual meeting of stockholders and until their respective successors are duly elected and qualified; (ii) the ratification of the appointment of PricewaterhouseCoopers LLP (“PwC”) as the Company’s independent registered public accounting firm for the year ending December 31, 2026; and (iii) an advisory vote on the compensation of the Company’s Named Executive Officers.

The final results for each of these matters are as follows:

Proposal No. 1 - Election of Directors

Each of the following directors was elected to hold office until the 2027 annual meeting of stockholders and until their successors are duly elected and qualified.

Nominee	Votes For	Votes Against	Votes Abstained	Broker Non-Votes
Pat Augustine	44,197,399	1,506,854	194,804	13,533,732
Richard J. Byrne	43,144,273	2,561,401	193,383	13,533,732
Joe Dumars	44,744,702	962,737	191,618	13,533,732
Peter J. McDonough	41,074,290	4,631,801	192,966	13,533,732
Buford H. Ortale	44,184,291	1,521,395	193,371	13,533,732
Elizabeth K. Tuppeny	42,266,447	3,445,989	186,621	13,533,732

Proposal No. 2 - Ratification of the Appointment of PwC as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2026:

The proposal was approved.

Votes For		Votes Against		Votes Abstained		Broker Non-Votes
58,612,929		616,987		202,873		--

Proposal No. 3 - Advisory Vote on the Compensation of the Company’s Named Executive Officers:

The proposal was approved.

Votes For		Votes Against		Votes Abstained		Broker Non-Votes
40,071,017		5,413,939		414,101		13,533,732

SIGNATURES

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 REALTY TRUST, INC.

By:	/s/ Jerome S. Baglien
Name:	Jerome S. Baglien
Title:	Chief Financial Officer and Chief Operating Officer

Date: June 9, 2026

Source: View Original Filing on SEC EDGAR

FAQ

What did Franklin BSP Realty Trust (FBRT) stockholders vote on at the 2026 annual meeting?

Stockholders voted on electing six directors, ratifying PricewaterhouseCoopers LLP as auditor for 2026, and approving an advisory resolution on compensation for the named executive officers. All three proposals received sufficient support to pass.

Who was elected to Franklin BSP Realty Trust’s board at the 2026 annual meeting?

Stockholders elected Pat Augustine, Richard J. Byrne, Joe Dumars, Peter J. McDonough, Buford H. Ortale and Elizabeth K. Tuppeny. Each will serve a one-year term ending at the 2027 annual meeting, continuing the company’s existing board structure.

Was the auditor ratified at Franklin BSP Realty Trust’s 2026 stockholder meeting?

Yes. Stockholders approved the ratification of PricewaterhouseCoopers LLP as Franklin BSP Realty Trust’s independent registered public accounting firm for the fiscal year ending December 31, 2026, with substantially more votes for than against or abstaining.

How did Franklin BSP Realty Trust (FBRT) stockholders vote on executive compensation?

Stockholders approved, on an advisory basis, the compensation of the company’s named executive officers. The proposal received 40,071,017 votes for, 5,413,939 votes against and 414,101 abstentions, with additional broker non-votes reported in the tally.

How many votes supported Franklin BSP Realty Trust’s director nominees in 2026?

Support varied by nominee, with "votes for" ranging from 41,074,290 for Peter J. McDonough to 44,744,702 for Joe Dumars. Each nominee also received votes against and abstentions, plus 13,533,732 broker non-votes reported for every director line item.

Filing Exhibits & Attachments

4 documents