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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): May 23, 2024
 
 
BAIN CAPITAL SPECIALTY FINANCE, INC.
(Exact name of Registrant as Specified in Its Charter)
 
 
 
DELAWARE
  
814-01175
  
81-2878769
(State or Other Jurisdiction
of Incorporation)
  
(Commission
File Number)
  
(IRS Employer
Identification No.)
 
200 CLARENDON STREET, 37
th
FLOOR,
BOSTON,
MA
  
02116
(Address of Principal Executive Offices)
  
(Zip Code)
Registrant’s telephone number, including area code: (617)
516-2000
N/A
(Former Name or Former Address, if Changed Since Last Report)
 
 
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, $.01 par value   BCSF   New York Stock Exchange
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 (
see
General Instruction A.2. below):
 
☐
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))
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.
On May 23, 2024, Bain Capital Specialty Finance, Inc. (the “Company”) held its 2024 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 22, 2024. As of the record date, April 8, 2024, there were 64,562,265 outstanding shares of common stock entitled to vote at the Annual Meeting. The final voting results on the matter submitted to stockholders at the Annual Meeting are set forth below.
Proposal I:
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.
 
Name
  
Votes For
  
Votes Against
  
Abstain
  
Broker
Non-Vote
Jay Margolis   23,832,968   10,028,688   201,401   Not applicable
Michael A. Ewald   33,549,189   325,054   188,814   Not applicable
Michael J. Boyle   32,920,910   953,571   188,576   Not applicable
Proposal II:
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.
 
Votes For
  
Votes Against
  
Abstain
  
Broker
Non-Vote
33,366,640   4,563,141   446,089   Not applicable
This proposal was also approved by the Company’s
non-affiliated
stockholders by a vote of 21,527,960 shares for, and 4,563,141 shares against, with 446,089 shares abstaining and no broker
non-votes.
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.
 
SIGNATURES
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.
 
 
BAIN CAPITAL SPECIALTY FINANCE, INC.
Date: June 13, 2024     By:  
/s/ Jessica Yeager
    Name:   Jessica Yeager
    Title:   Secretary
 
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Cover
May 23, 2024
Document Information [Line Items]  
Document Type 8-K
Amendment Flag false
Entity Central Index Key 0001655050
Document Period End Date May 23, 2024
Entity Registrant Name BAIN CAPITAL SPECIALTY FINANCE, INC.
Entity Incorporation, State or Country Code DE
Securities Act File Number 814-01175
Entity Tax Identification Number 81-2878769
Entity Address, Address Line One 200 CLARENDON STREET
Entity Address, Address Line Two 37th FLOOR
Entity Address, City or Town BOSTON
Entity Address, State or Province MA
Entity Address, Postal Zip Code 02116
City Area Code 617
Local Phone Number 516-2000
Title of 12(b) Security Common Stock, $.01 par value
Trading Symbol BCSF
Security Exchange Name NYSE
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
v3.24.1.1.u2
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May 23, 2024
shares
Cover [Abstract]  
Entity Central Index Key 0001655050
Amendment Flag false
Securities Act File Number 814-01175
Document Type 8-K
Entity Registrant Name BAIN CAPITAL SPECIALTY FINANCE, INC.
Entity Address, Address Line One 200 CLARENDON STREET
Entity Address, Address Line Two 37th FLOOR
Entity Address, City or Town BOSTON
Entity Address, State or Province MA
Entity Address, Postal Zip Code 02116
City Area Code 617
Local Phone Number 516-2000
Entity Emerging Growth Company false
Capital Stock, Long-Term Debt, and Other Securities [Abstract]  
Outstanding Securities [Table Text Block]
On May 23, 2024, Bain Capital Specialty Finance, Inc. (the “Company”) held its 2024 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 22, 2024. As of the record date, April 8, 2024, there were 64,562,265 outstanding shares of common stock entitled to vote at the Annual Meeting. The final voting results on the matter submitted to stockholders at the Annual Meeting are set forth below.
Common Shares [Member]  
Capital Stock, Long-Term Debt, and Other Securities [Abstract]  
Outstanding Security, Title [Text Block] common stock
Outstanding Security, Held [Shares] 64,562,265
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