SEC Form 8-K filed by Bain Capital Specialty Finance Inc.

 

 

 

 

 

 

 

 

 

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

 

Check the appropriate box below if the Form filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( General Instruction A.2. below):

 

 

 

 

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 of the Securities Exchange Act of 1934 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. ☐

 

 

 

By the vote shown below, the stockholders elected Jay Margolis, Michael A. Ewald and Michael J. Boyle as Class II Directors of the Company, all of whom will serve until the 2027 annual meeting of the stockholders or until their respective successor is duly elected and qualified. The election of each nominee required a majority of the votes cast by all stockholders present, in person or by proxy, at the Annual Meeting.

 

Due to an insufficient number of affirmative votes to approve Proposal II, the Annual Meeting was adjourned and reconvened on June 12, 2024 (the “Reconvened Annual Meeting”). At the Reconvened Annual Meeting, by the vote shown below, the stockholders renewed the Company’s authorization, with approval from the Company’s Board of Directors, to sell shares of the Company’s common stock at a price below the then-current net asset value per share, subject to certain limitations.

 

This proposal was also approved by the Company’s stockholders by a vote of 21,527,960 shares for, and 4,563,141 shares against, with 446,089 shares abstaining and no broker The number of votes cast in favor of this proposal represents both (1) a majority of the outstanding shares of the Company’s common stock; and (2) a majority of the outstanding shares of the Company’s common stock that are not held by affiliated persons of the Company. For purposes of this proposal, the Investment Company Act of 1940, as amended, defines a “majority of the outstanding shares” as the vote of the lesser of: (1) 67% or more of the voting securities of the Company present at the Annual Meeting, if the holders of more than 50% of the outstanding voting securities of the Company are present or represented by proxy; or (2) more than 50% of the outstanding voting securities of the Company.

 

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