FS KKR Capital Adjourns Dilutive Share Issuance Vote After Board Re-election

Rhea-AI Filing Summary

FS KKR Capital Corp. (NYSE: FSK) filed an 8-K summarizing results from its 18 June 2025 Annual Meeting. Of the 280.1 million shares eligible to vote, 101.9 million (≈36%) were represented in person or by proxy.

• Director Election (Proposal 1): All three Class C nominees were re-elected for terms expiring at the 2028 meeting. Votes for / withheld were:
  • Barbara Adams – 97,582,865 / 4,338,478
  • Michael C. Forman – 93,248,533 / 8,672,810
  • Jerel A. Hopkins – 85,936,491 / 15,984,852
• Share Issuance Authority (Proposal 2): The meeting was adjourned to 15 Aug 2025 to solicit additional votes on allowing FSK to sell shares below net asset value (NAV). Valid proxies remain effective; the record date (23 Apr 2025) is unchanged.

No other matters were presented. The filing contains no financial performance data or transaction announcements.

Positive

• All director nominees re-elected, maintaining board continuity and governance stability.

Negative

• Adjournment of vote to issue shares below NAV highlights insufficient shareholder support and leaves potential dilution risk unresolved.

Insights

Corporate Governance Expert

TL;DR: Routine director re-election; below-NAV issuance vote delayed, signalling limited shareholder support and potential dilution risk.

The 8-K primarily covers procedural outcomes. Director re-elections passed comfortably, suggesting no immediate governance concerns. However, only 36% of shares were voted, reflecting modest engagement. The adjournment on Proposal 2 indicates the board lacked sufficient backing to authorize below-NAV issuances—a power that business development companies often seek for liquidity and growth. Investors should watch the 15 Aug reconvened meeting because approval would permit potentially dilutive equity offerings during market downturns. No direct financial metrics were disclosed, so fundamental valuation is unaffected for now.

Portfolio Manager – BDC Specialist

TL;DR: Governance status quo; dilution overhang persists until August vote, limited near-term portfolio impact.

From a portfolio perspective, the filing is neutral. Board continuity supports strategic consistency, while the failure to pass the below-NAV issuance on first attempt removes immediate dilution pressure. Yet management’s intent to secure this authority suggests capital-raise needs or opportunistic deployment plans. Approval would increase financial flexibility but may cap upside if shares trade near or below NAV. Investors should evaluate probability of passage and potential pricing discounts against the firm’s historical capital allocation track record.

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.

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, 2025

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.)

201 Rouse Boulevard Philadelphia, Pennsylvania	19112
(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, 2025. As of April 23, 2025, 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 to be voted, 101,921,343 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 25, 2025:

· Proposal No. 1 – to elect the following individuals as Class C Directors, each of whom has been nominated for election for a three-year term expiring at the 2028 annual meeting of the stockholders: (a) Barbara Adams (b) Michael C. Forman and (c) Jerel A. Hopkins (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”).

All director nominees listed in the Director Election Proposal were elected by the Company’s stockholders at the Annual Meeting.  The votes for, votes withheld and broker non-votes for each director nominee are set forth below:

Director Nominee		Votes For		Votes Withheld		Broker Non-Votes
Barabara Adams		97,582,865		4,338,478		0
Michael C. Forman		93,248,533		8,672,810		0
Jerel A. Hopkins		85,936,491		15,984,852		0

On June 18, 2025, 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 15, 2025 at 1:00 p.m., Eastern Time, at 201 Rouse Boulevard, Philadelphia, Pennsylvania 19112. Valid proxies submitted 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, 2025 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, 2025	By:	/s/ Stephen Sypherd
		Stephen Sypherd
		General Counsel

FAQ

When is FS KKR Capital Corp. (FSK) reconvening the vote on share issuance below NAV?

The vote will reconvene on 15 August 2025 at 1:00 p.m. ET in Philadelphia.

How many FS KKR Capital shares were eligible and actually voted at the 2025 Annual Meeting?

280.1 million shares were eligible; 101.9 million (≈36%) were voted.

Which directors were re-elected at FSK’s 2025 Annual Meeting?

Class C directors Barbara Adams, Michael C. Forman, and Jerel A. Hopkins were re-elected for terms expiring in 2028.

Does the adjournment affect proxies already submitted for FSK’s Proposal 2?

No. Previously submitted proxies remain valid unless changed or revoked before the reconvened meeting.

What authority is FS KKR Capital seeking under Proposal 2?

Permission to sell shares below net asset value per share in future offerings, providing flexibility for capital raises.