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 June 12, 2025, Bain Capital Specialty Finance, Inc. (the “Company”) reconvened its 2025 Annual Meeting of Stockholders (the “Reconvened Annual Meeting”), which was initially held on May 22, 2025 and adjourned to June 12, 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 Reconvened Annual Meeting. At the Reconvened Annual Meeting, it was proposed that the Company adjourn the Reconvened Annual Meeting with respect to “Proposal 2 - Renew Authorization to Offer and Sell Shares of Common Stock Below Net Asset Value,” as described in the Company’s proxy statement filed on April 21, 2025, to permit additional time to solicit stockholder votes, pursuant to “Proposal 3 - Adjournment of the Annual Meeting.” “Proposal 1 - Election of Class III Directors” was approved at the initial annual meeting of stockholders held on May 22, 2025. The final voting result on “Proposal 3 - Adjournment of the Annual Meeting” submitted to stockholders at the Annual Meeting is 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 | |||
| 24,973,295 | 10,355,571 | 445,788 | Not Applicable |
Accordingly, on June 12, 2025, the Company adjourned the Reconvened 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 second reconvened meeting (the “Second Reconvened Meeting”) will be held virtually on July 15, 2025 at 2:30 p.m., Eastern Time. Stockholders can attend and participate, vote and submit a question at the Second Reconvened Meeting via the same link previously provided at www.proxydocs.com/BCSF. Valid proxies submitted prior to the Reconvened Annual Meeting will continue to be valid for the Second Reconvened Meeting, unless properly changed or revoked prior to votes being taken at the Second Reconvened Meeting. The record date of April 8, 2025 will remain the same for the Second 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: June 16, 2025 | By: | /s/ Jessica Yeager | ||||
| Name: | Jessica Yeager | |||||
| Title: | Vice President | |||||