Franklin BSP holders OK below-NAV stock sales

Franklin BSP Capital Corporation held its reconvened annual meeting, where stockholders elected two directors and approved potential common stock sales below net asset value.

Rhea-AI Filing Summary

Franklin BSP Capital Corporation held its reconvened annual meeting, where stockholders elected two directors and approved potential common stock sales below net asset value. Ronald J. Kramer and Leslie D. Michelson were elected as Class III directors to serve until the 2029 annual meeting.

Stockholders also authorized the company, subject to board approval and conditions described in the proxy statement, to sell or issue common stock at prices below its then-current net asset value, provided that shares issued in any such offering do not exceed 25% of then-outstanding common stock.

Insights

Corporate governance and BDC capital structure analyst

Shareholders approved flexible but potentially dilutive below-NAV stock issuance authority.

Franklin BSP Capital Corporation stockholders elected two Class III directors and approved a proposal allowing the company to sell common stock below net asset value, within specified limits and subject to board approval. This kind of authority is common among business development companies to maintain capital access.

The proposal caps each offering at no more than 25% of then-outstanding common stock, which constrains the scale of any single issuance. Actual dilution will depend on whether, when, and at what discount the board chooses to use this authorization, as well as prevailing market and portfolio conditions.

Votes showed solid support: the below-NAV issuance proposal received over 54 million votes for when including affiliated shares, and remained above 53 million for even after excluding 361,966 affiliated shares. Subsequent disclosures may clarify if and when the board elects to conduct such offerings.

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

Common shares entitled to vote: 135,981,783 shares Series A preferred shares entitled to vote: 77,500 shares Kramer votes for: 64,642,842 votes +5 more

8 metrics

Common shares entitled to vote 135,981,783 shares Common stock outstanding as of April 7, 2026 record date

Series A preferred shares entitled to vote 77,500 shares Series A preferred outstanding as of April 7, 2026 record date

Kramer votes for 64,642,842 votes Election of Ronald J. Kramer as Class III director

Michelson votes for 65,014,175 votes Election of Leslie D. Michelson as Class III director

Below-NAV proposal votes for (incl. affiliated) 54,353,032 votes Approval of below-NAV common stock issuance authority

Below-NAV proposal votes for (excl. affiliated) 53,991,066 votes Approval of below-NAV issuance excluding 361,966 affiliated shares

Issuance cap per offering 25% of then-outstanding common stock Maximum shares that may be issued in any below-NAV offering

Affiliated shares excluded 361,966 shares Affiliated shares removed in adjusted vote count

Key Terms

net asset value, as-converted basis, affiliated shares, Reconvened Annual Meeting, +1 more

5 terms

net asset value financial

"authorize the Company to sell or otherwise issue shares of its Common Stock at a price below its then-current net asset value per share"

Net asset value is the total value of an investment fund's assets minus any liabilities, divided by the number of shares or units outstanding. It represents the per-share worth of the fund, similar to how the value of a house is determined by its total worth after debts are subtracted. Investors use it to gauge the true value of their holdings and to compare different investment options.

as-converted basis financial

"The holders of the Common Stock and Preferred Stock, on an as-converted basis, elected Ronald J. Kramer and Leslie D. Michelson"

As-converted basis means counting securities that can become common stock—like convertible bonds or preferred shares—as if they already were common shares when calculating totals such as shares outstanding, ownership percentages, or per-share metrics. Investors use it to see the potential dilution and the “what-if” size of the shareholder base; it’s like imagining all restaurant coupons have been redeemed so you know how crowded the table could become and how slices of the pie would shrink.

affiliated shares financial

"The vote on the proposal, adjusted to exclude 361,966 affiliated shares, was as follows"

Reconvened Annual Meeting financial

"held its reconvened annual meeting of stockholders (the “Reconvened Annual Meeting”) and submitted two matters"

Series A preferred stock financial

"and 77,500 shares of Series A preferred stock, par value $0.001 per share (“Preferred Stock”) of the Company issued and outstanding"

Series A preferred stock is a type of ownership share in a company that gives investors certain advantages, such as priority in receiving profits or getting their money back if the company is sold or goes bankrupt. It is often issued during early funding stages to attract investors by offering more security than common shares. This stock matters to investors because it provides a safer way to invest while still holding potential for future gains.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Franklin BSP Capital Corporation (FRBP) stockholders approve at the reconvened 2026 annual meeting?

Stockholders elected two Class III directors and approved an authorization to sell common stock below net asset value, subject to board approval and conditions. This gives the company flexibility to raise equity capital even when shares trade below net asset value, within specified limits.

Who was elected to the Franklin BSP Capital (FRBP) board at the 2026 reconvened meeting?

Ronald J. Kramer and Leslie D. Michelson were elected as Class III directors. Each will serve until the 2029 annual meeting of stockholders and until a successor is duly elected and qualified, reflecting continued support for the existing board slate.

How did Franklin BSP Capital (FRBP) stockholders vote on selling shares below net asset value?

Including affiliated and unaffiliated shares, the below-NAV issuance proposal received 54,353,032 votes for, 12,864,085 against, and 4,024,397 abstentions. After excluding 361,966 affiliated shares, votes for were 53,991,066, with the same against and abstention counts, indicating strong approval.

What limitations apply to Franklin BSP Capital’s (FRBP) below-NAV stock sales authorization?

Any below-NAV issuance must be approved by the board and comply with conditions in the proxy statement, including that shares issued in each offering do not exceed 25% of then-outstanding common stock. This restricts the size of individual offerings while still permitting discounted issuances.

How many Franklin BSP Capital (FRBP) shares were entitled to vote at the 2026 reconvened annual meeting?

As of the April 7, 2026 record date, 135,981,783 shares of common stock and 77,500 shares of Series A preferred stock were issued, outstanding, and entitled to vote. Both classes voted together on an as-converted basis for the proposals considered.

How strong was support for Franklin BSP Capital (FRBP) director nominees at the 2026 reconvened meeting?

Ronald J. Kramer received 64,642,842 votes for, 2,968,714 against, and 3,629,958 abstentions. Leslie D. Michelson received 65,014,175 votes for, 2,711,604 against, and 3,515,735 abstentions, indicating broad stockholder backing for both nominees.

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

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Accepted by SEC EDGAR 06/29/2026 - 05:05 PM Learn about SEC filing dates

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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 23, 2026

Franklin BSP Capital Corporation

(Exact name of registrant as specified in charter)

Delaware		814-01360		85-2950084
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

One Madison Avenue New York, New York		10010
(Address of Principal Executive Offices)		(Zip Code)

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

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))

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 (§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.

Annual Meeting of Stockholders

On June 23, 2026, Franklin BSP Capital Corporation (the “Company”) held its reconvened annual meeting of stockholders (the “Reconvened Annual Meeting”) and submitted two matters to the vote of stockholders. Stockholders considered Proposals No. 1 and No. 2 contained in the Company’s proxy statement filed on April 14, 2026 (the “Proxy Statement”). As of April 7, 2026, the record date, there were 135,981,783 shares of common stock, par value $0.001 per share (“Common Stock”) and 77,500 shares of Series A preferred stock, par value $0.001 per share (“Preferred Stock”) of the Company issued and outstanding and entitled to vote at the Reconvened Annual Meeting. A summary of the matters voted upon by the stockholders is set forth below.

Proposal – Election of Directors. The holders of the Common Stock and Preferred Stock, on an as-converted basis, elected Ronald J. Kramer and Leslie D. Michelson as Class III directors, each to serve until the 2029 annual meeting of stockholders and until his successor is duly elected and qualified.

The vote on the proposal was as follows:

Nominee		Votes For				Votes Against				Abstain
Ronald J. Kramer			64,642,842				2,968,714				3,629,958
Leslie D. Michelson			65,014,175				2,711,604				3,515,735

Proposal – Sales of Common Stock Below NAV. The holders of the Common Stock and Preferred Stock approved the proposal to authorize the Company to sell or otherwise issue shares of its Common Stock at a price below its then-current net asset value per share in one or more offerings, in each case subject to the approval of its board of directors and subject to certain conditions as set forth in the Proxy Statement (including that the number of shares issued does not exceed 25% of the Company’s then-outstanding Common Stock immediately prior to each such offering), by the vote shown below.

The vote on the proposal, including affiliated and unaffiliated shares, was as follows:

Votes For		Votes Against		Abstentions
54,353,032		12,864,085		4,024,397

The vote on the proposal, adjusted to exclude 361,966 affiliated shares, was as follows:

Votes For		Votes Against		Abstentions
53,991,066		12,864,085		4,024,397

1

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 CAPITAL CORPORATION (Registrant)
Date: June 29, 2026	By:	/s/ Nina K. Baryski
	Name:	Nina K. Baryski
	Title:	Chief Financial Officer and Treasurer

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