UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 22, 2025, Bain Capital Specialty Finance, Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, stockholders considered the proposals as described in the Company’s proxy statement filed on April 21, 2025. As of the record date, April 8, 2025, there were 64,868,506.64 outstanding shares of common stock entitled to vote at the Annual Meeting. The final voting results on “Proposal 1 – Election of Class III Directors” submitted to stockholders at the Annual Meeting are set forth below.
Proposal 1:
By the vote shown below, the stockholders re-elected David G. Fubini and Jeffrey B. Hawkins as Class III Directors of the Company, all of whom will serve until the 2028 annual meeting of the stockholders or until their respective successor is duly elected and qualified. Provided that a quorum is present, 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.
| Director |
For | Against | Abstain | Broker Non-Votes | ||||
| David G. Fubini |
22,910,443.18 | 9,916,106.00 | 226,352.00 | Not Applicable | ||||
| Jeffrey B. Hawkins |
31,965,249.52 | 860,338.66 | 227,313.00 | Not Applicable |
Following the voting on “Proposal 1 – Election of Class III Directors,” it was proposed that the Company adjourn the Annual Meeting with respect to “Proposal 2 – Renew Authorization to Offer and Sell Shares of Common Stock Below Net Asset Value” to permit additional time to solicit stockholder votes, pursuant to “Proposal 3 – Adjournment of the Annual Meeting.” The final voting result on “Proposal 3 – Adjournment of the Annual Meeting” submitted to stockholders at the Annual Meeting are set forth below.
Proposal 3:
By the vote shown below, the stockholders approved one or more adjournments of the Annual Meeting to solicit additional proxies in favor of any or all of the other proposals set forth in the proxy statement. The approval of the proposal to adjourn required a majority of the votes cast by all stockholders present, in person or by proxy, at the Annual Meeting.
| Votes For |
Votes Against | Abstain | Broker Non-Votes | |||
| 22,365,214.18 | 10,314,086.00 | 373,601.00 | Not Applicable |
Accordingly, on May 22, 2025, the Company adjourned the Annual Meeting with respect to “Proposal 2 – Renew Authorization to Offer and Sell Shares of Common Stock Below Net Asset Value” to permit additional time to solicit stockholder votes. The reconvened meeting (the “Reconvened Meeting”) will be held virtually on June 12, 2025 at 2:30 p.m., Eastern Time. Stockholders can attend and participate, vote and submit a question at the Reconvened Meeting via the same link previously provided at www.proxydocs.com/BCSF. 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 8, 2025 will remain the same for the Reconvened Meeting.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| BAIN CAPITAL SPECIALTY FINANCE, INC. | ||||||
| Date: May 22, 2025 | By: | /s/ Jessica Yeager | ||||
| Name: | Jessica Yeager | |||||
| Title: | Vice President | |||||