Business Context and Reporting Period
This Form 8-K reports on the 2026 Annual Meeting of Stockholders held by Bain Capital Specialty Finance, Inc. on May 21, 2026. The filing details the voting results for director elections and the ratification of the independent registered public accounting firm.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on corporate governance events and voting outcomes.
Material Changes and Voting Results
As of the record date (April 10, 2026), there were 64,868,506.64 outstanding shares of common stock entitled to vote. A quorum was present as stockholders holding more than one-third of the shares were present in person or by proxy.
Proposal 1: Election of Class I Directors
Stockholders re-elected the following directors to serve until the 2029 annual meeting:
- Amy Butte: 23,465,334.89 For; 7,762,677.00 Against; 109,458.00 Abstain.
- Thomas A. Hough: 30,725,652.89 For; 483,979.00 Against; 127,838.00 Abstain.
- Clare S. Richer: 30,292,583.89 For; 932,067.00 Against; 112,819.00 Abstain.
There were 20,221,676.00 Broker Non-Votes for each director nominee.
Proposal 2: Ratification of Independent Auditor
Stockholders approved the selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026.
- Votes For: 51,102,227.89
- Votes Against: 252,938.00
- Abstain: 203,980.00
Guidance, Outlook, and Risks
The filing text does not provide a clear value for guidance, outlook, management commentary, risks, contingencies, or unusual items.
Investor Verification Checklist
- Verify the tenure of the newly elected Class I Directors (Amy Butte, Thomas A. Hough, Clare S. Richer) through the 2029 annual meeting.
- Confirm the engagement of PricewaterhouseCoopers LLP for the fiscal year ending December 31, 2026.
- Note the significant number of Broker Non-Votes (20,221,676.00) regarding the director elections.
- Review the proxy statement filed on April 20, 2026, for detailed background on the proposals.