FS KKR Capital (NYSE: FSK) elects directors, extends share issuance vote

Rhea-AI Filing Summary

FS KKR Capital Corp. reported results of its Annual Meeting of Stockholders held on June 18, 2026. As of the April 23, 2026 record date, 280,066,432.663 common shares were eligible to vote, and 134,308,952 shares were actually voted.

Stockholders elected four Class A directors—Michael J. Hagan, Jeffrey K. Harrow, James H. Kropp, and Elizabeth J. Sandler—to serve until the 2029 annual meeting and until their successors are elected and qualified. A 1940 Act Section 61(a)(4) issuance proposal was also approved.

The company adjourned the meeting on the separate Share Issuance Proposal to allow more time to solicit votes. The meeting will reconvene on August 20, 2026 at 1:00 p.m. Eastern Time at the company’s Philadelphia headquarters, with the same April 23, 2026 record date.

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

Eligible voting shares: 280,066,432.663 shares Shares actually voted: 134,308,952 shares Votes for Section 61(a)(4) proposal: 97,297,216 votes +4 more

7 metrics

Eligible voting shares 280,066,432.663 shares Common stock eligible to vote as of April 23, 2026 record date

Shares actually voted 134,308,952 shares Common stock voted in person or by proxy at Annual Meeting

Votes for Section 61(a)(4) proposal 97,297,216 votes Votes in favor of 1940 Act Section 61(a)(4) Issuance Proposal

Votes against Section 61(a)(4) proposal 31,396,676 votes Votes against 1940 Act Section 61(a)(4) Issuance Proposal

Abstentions on Section 61(a)(4) 5,615,060 votes Abstentions on 1940 Act Section 61(a)(4) Issuance Proposal

Reconvened meeting date August 20, 2026 Date for reconvened meeting on Share Issuance Proposal

Reconvened meeting time 1:00 p.m. Eastern Time Scheduled time of reconvened meeting in Philadelphia

Key Terms

Annual Meeting of Stockholders, Record Date, broker non-votes, Section 61(a)(4), +1 more

5 terms

Annual Meeting of Stockholders financial

"FS KKR Capital Corp. held its Annual Meeting of Stockholders on June 18, 2026."

Record Date financial

"As of April 23, 2026, the record date for the determination of stockholders entitled to vote"

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.

broker non-votes financial

"The final voting results for each director nominee are set forth below ... Broker Non-Votes"

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.

Section 61(a)(4) regulatory

"The 1940 Act Section 61(a)(4) Issuance Proposal was approved by the Company’s stockholders"

adjourned regulatory

"On June 18, 2026, the Company adjourned the Annual Meeting with respect to the Share Issuance Proposal"

Adjourned means a meeting, hearing, trading session or official proceeding has been paused or suspended and will be continued at a later time or date. For investors this matters because an adjournment delays decisions or announcements that can affect prices or strategy, like postponing a verdict or board vote; it’s like pausing a game until players can reconvene, giving more time for information or planning.

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Understanding 8-K Material Events →

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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 18, 2026

FS KKR Capital Corp.

(Exact name of Registrant as specified in its charter)

Maryland	814-00757	26-1630040
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

3025 JFK Boulevard, OFC 500 Philadelphia, Pennsylvania	19104
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (215) 495-1150

None

(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))

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		FSK		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.

FS KKR Capital Corp. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”) on June 18, 2026. As of April 23, 2026, the record date (the “Record Date”) for the determination of stockholders entitled to notice of, and to vote at, the Annual Meeting, 280,066,432.663 shares of common stock were eligible to be voted in person or by proxy. Of the eligible shares of common stock, 134,308,952 were voted in person or by proxy at the Annual Meeting.

Stockholders were asked to consider and act upon the following proposals, each of which was described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission (the “SEC”) on April 30, 2026:

· Proposal No. 1 – to elect the following individuals as Class A Directors, each of whom has been nominated for election for a three-year term expiring at the Company’s 2029 annual meeting of the stockholders: (a) Michael J. Hagan, (b) Jeffrey K. Harrow, (c) James H. Kropp, and (d) Elizabeth J. Sandler (the “Director Election Proposal”);

· Proposal No. 2 – to approve a proposal to allow the Company in future offerings to sell its shares below net asset value per share in order to provide flexibility for future sales (the “Share Issuance Proposal”); and

· Proposal No. 3 – to approve a proposal to authorize the Company, with the approval of the Company’s board of directors, to issue warrants, options or rights to subscribe for, convert to, or purchase shares of the Company’s common stock in one or more offerings (the “1940 Act Section 61(a)(4) Issuance Proposal”).

All director nominees listed in the Director Election Proposal were elected by the Company’s stockholders at the Annual Meeting as Class A Directors to serve until the Company’s 2029 annual meeting of the stockholders and until their successors are duly elected and qualified.  The final voting results for each director nominee are set forth below:

Director Nominee		Votes For				Votes Withheld				Broker Non-Votes
Michael J. Hagan			107,888,377				26,420,575				—
Jeffrey K. Harrow			93,968,214				40,340,738				—
James H. Kropp			118,054,372				16,254,580				—
Elizabeth J. Sandler			95,999,861				38,309,091				—

The 1940 Act Section 61(a)(4) Issuance Proposal was approved by the Company’s stockholders at the Annual Meeting. The final voting results for the 1940 Act Section 61(a)(4) Issuance Proposal are set forth below:

Votes For		Votes Against				Abstentions				Broker Non-Votes
97,297,216			31,396,676				5,615,060				—

On June 18, 2026, the Company adjourned the Annual Meeting with respect to the Share Issuance Proposal to permit additional time to solicit stockholder votes for such proposal. The reconvened meeting (the “Reconvened Meeting”) will be held on August 20, 2026 at 1:00 p.m., Eastern Time, at 3025 JFK Boulevard, OFC 500, Philadelphia, PA 19104. Valid proxies submitted on the Share Issuance Proposal prior to the Annual Meeting will continue to be valid for the Reconvened Meeting, unless properly changed or revoked prior to votes being taken at the Reconvened Meeting. The record date of April 23, 2026 will remain the same for the Reconvened Meeting.

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.

	FS KKR Capital Corp.
Date: June 18, 2026	By:	/s/ Stephen Sypherd
		Stephen Sypherd
		General Counsel and Secretary

FAQ

What did FS KKR Capital Corp. (FSK) stockholders vote on at the June 18, 2026 meeting?

Stockholders elected four Class A directors and approved a 1940 Act Section 61(a)(4) issuance proposal. Director nominees included Michael J. Hagan, Jeffrey K. Harrow, James H. Kropp, and Elizabeth J. Sandler, all elected to serve until the 2029 annual meeting and until successors are qualified.

How many FS KKR Capital Corp. (FSK) shares were eligible and actually voted?

A total of 280,066,432.663 common shares were eligible to vote as of April 23, 2026, the record date. Of these, 134,308,952 shares were voted in person or by proxy at the Annual Meeting, representing less than half of the eligible voting power participating.

What were the vote results for FS KKR Capital Corp.’s 1940 Act Section 61(a)(4) proposal?

The 1940 Act Section 61(a)(4) Issuance Proposal received 97,297,216 votes for, 31,396,676 votes against, and 5,615,060 abstentions. There were no broker non-votes reported for this proposal, indicating all counted shares were directed one way or abstained.

Why did FS KKR Capital Corp. (FSK) adjourn the Share Issuance Proposal vote?

The company adjourned the Annual Meeting with respect to the Share Issuance Proposal to allow additional time to solicit stockholder votes. This means the proposal was not rejected; instead, the company is seeking more participation and support before holding the final vote.

When and where will FS KKR Capital Corp. reconvene the meeting for the Share Issuance Proposal?

The reconvened meeting is scheduled for August 20, 2026 at 1:00 p.m. Eastern Time. It will be held at 3025 JFK Boulevard, OFC 500, Philadelphia, Pennsylvania 19104, the company’s principal executive offices, with the same April 23, 2026 record date applying.

Do FS KKR Capital Corp. proxies submitted before the Annual Meeting remain valid for the reconvened meeting?

Yes. Valid proxies previously submitted on the Share Issuance Proposal will continue to be valid for the reconvened meeting. Stockholders can still properly change or revoke those proxies before votes are taken, allowing them to update their instructions if they choose.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.0 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 33.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 21.8 KB