8-K: FS KKR Capital Corp. Adjourns Key Share Issuance Vote, Directors Elected at Annual Meeting

FS KKR Capital Corp. successfully elected its Class C Directors but adjourned a critical proposal to allow future share sales below net asset value, rescheduling the vote for August 15, 2025.

Summary

• FS KKR Capital Corp. (the "Company") held its Annual Meeting of Stockholders on June 18, 2025.
• As of the record date of April 23, 2025, 280,066,432.663 shares of common stock were eligible to be voted.
• A total of 101,921,343 shares were voted in person or by proxy at the Annual Meeting.
• Proposal No. 1, the election of Class C Directors (Barbara Adams, Michael C. Forman, and Jerel A. Hopkins) for a three-year term expiring at the 2028 annual meeting, was approved.
• Barbara Adams received 97,582,865 votes For and 4,338,478 votes Withheld.
• Michael C. Forman received 93,248,533 votes For and 8,672,810 votes Withheld.
• Jerel A. Hopkins received 85,936,491 votes For and 15,984,852 votes Withheld.
• Proposal No. 2, to approve the ability to sell shares below net asset value per share in future offerings, was adjourned.
• The Annual Meeting will be reconvened on August 15, 2025, at 1:00 p.m. Eastern Time, at 201 Rouse Boulevard, Philadelphia, Pennsylvania 19112, to allow additional time to solicit stockholder votes for Proposal No. 2.
• The record date of April 23, 2025, will remain the same for the reconvened meeting.

Sentiment

Score: 5

Explanation: The sentiment is neutral to slightly negative. While director elections were successful, the adjournment of a key proposal related to capital raising flexibility indicates a hurdle or lack of immediate consensus among shareholders, which could be perceived as a minor setback.

Positives

• All nominated Class C Directors (Barbara Adams, Michael C. Forman, and Jerel A. Hopkins) were successfully elected by stockholders for a three-year term.

Negatives

• The proposal to allow the Company to sell shares below net asset value per share in future offerings was not approved at the initial meeting and required an adjournment to solicit additional votes, indicating a lack of immediate stockholder consensus or sufficient support.

Risks

• The potential approval of the Share Issuance Proposal could allow the Company to sell shares below net asset value per share, which could dilute existing shareholder value if such offerings occur.

Future Outlook

The Company plans to reconvene its Annual Meeting on August 15, 2025, to continue soliciting stockholder votes for the proposal to allow future share sales below net asset value, indicating a continued effort to gain flexibility for potential future capital raises.

Industry Context

This filing reflects standard corporate governance practices for publicly traded companies, particularly Business Development Companies (BDCs) like FS KKR Capital Corp., which often seek flexibility in capital raising, including the ability to issue shares below NAV, a common request in the BDC sector to facilitate growth and investment opportunities, though it requires specific shareholder approval.

Corporate Governance

Stakeholder Impact

• **Shareholders**: The election of directors provides governance continuity. The adjourned proposal regarding share issuance below NAV directly impacts shareholders through potential dilution if approved and utilized. The need for adjournment suggests a divided shareholder base on this specific issue.
• **Management**: The adjournment of the share issuance proposal means management has not yet secured the desired flexibility for future capital raises, requiring further effort to solicit votes.

Next Steps

• The Company will reconvene its Annual Meeting on August 15, 2025, at 1:00 p.m. Eastern Time, to continue soliciting votes for the Share Issuance Proposal.
• Valid proxies submitted prior to the Annual Meeting will remain valid for the Reconvened Meeting unless properly changed or revoked.

Key Dates

Keywords

SEC filing, 8-K, Annual Meeting, Stockholder Vote, Director Election, Share Issuance, Net Asset Value, Corporate Governance, FS KKR Capital Corp., FSK