FS KKR Capital Corp. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
UNITED STATES
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| Item 5.07. |
Submission of Matters to a Vote of Security Holders. |
FS KKR Capital Corp. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”) on June 18, 2025. As of April 23, 2025, the record date (the “Record Date”) for the determination of stockholders entitled to notice of, and to vote at, the Annual Meeting, 280,066,432.663 shares of common stock were eligible to be voted in person or by proxy. Of the eligible shares of common stock to be voted, 101,921,343 were voted in person or by proxy at the Annual Meeting.
Stockholders were asked to consider and act upon the following proposals, each of which was described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission (the “SEC”) on April 25, 2025:
| · | Proposal No. 1 – to elect the following individuals as Class C Directors, each of whom has been nominated for election for a three-year term expiring at the 2028 annual meeting of the stockholders: (a) Barbara Adams (b) Michael C. Forman and (c) Jerel A. Hopkins (the “Director Election Proposal”); |
| · | Proposal No. 2 – to approve a proposal to allow the Company in future offerings to sell its shares below net asset value per share in order to provide flexibility for future sales (the “Share Issuance Proposal”). |
All director nominees listed in the Director Election Proposal were elected by the Company’s stockholders at the Annual Meeting. The votes for, votes withheld and broker non-votes for each director nominee are set forth below:
| Director Nominee | Votes For | Votes Withheld | Broker Non-Votes | |||
| Barabara Adams | 97,582,865 | 4,338,478 | 0 | |||
| Michael C. Forman | 93,248,533 | 8,672,810 | 0 | |||
| Jerel A. Hopkins | 85,936,491 | 15,984,852 | 0 |
On June 18, 2025, the Company adjourned the Annual Meeting with respect to the Share Issuance Proposal to permit additional time to solicit stockholder votes for such proposal. The reconvened meeting (the “Reconvened Meeting”) will be held on August 15, 2025 at 1:00 p.m., Eastern Time, at 201 Rouse Boulevard, Philadelphia, Pennsylvania 19112. 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 23, 2025 will remain the same for the Reconvened Meeting.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| FS KKR Capital Corp. | ||
| Date: June 18, 2025 | By: | /s/ Stephen Sypherd |
| Stephen Sypherd | ||
| General Counsel | ||