Submission of Matters to a Vote of Security Holders Form 8 K

Item 5.07 - Submission of Matters to a Vote of Security Holders

Annual Meeting of Stockholders

On July 2, 2024, Franklin BSP Capital Corporation (the "Company") held its reconvened annual meeting of stockholders (the "Reconvened Annual Meeting") and submitted one matter to the vote of stockholders. Stockholders considered Proposal No. 2 contained in the Company's proxy statement filed on April 19, 2024. As of April 4, 2024, the record date, approximately 136,328,054 shares of the common stock, par value $0.001 per share ("Common Stock") and 77,500 shares of the Series A preferred stock, par value $0.001 per share ("Preferred Stock") were issued and outstanding and entitled to vote at the Reconvened Annual Meeting. A summary of the matter voted upon by the stockholders is set forth below.

Proposal - Sales of Common Stock Below NAV. The stockholders approved the proposal to authorize the Company to sell or otherwise issue shares of its common stock at a price below its then-current net asset value per share in one or more offerings, in each case subject to the approval of its board of directors and subject to certain conditions as set forth in the proxy statement (including that the number of shares issued does not exceed 25% of the Company's then-outstanding common stock immediately prior to each such offering), by the vote shown below.

The vote on the proposal, including affiliated and unaffiliated shares, was as follows:

The vote on the proposal, adjusted to exclude 5,430,919 affiliated shares, was as follows: