Item 5.07 Submission of Matters to a Vote of Security Holders

On June 14, 2022, Franklin BSP Lending Corporation (the "Corporation") held its annual meeting of stockholders (the "Annual Meeting") and submitted two matters to the vote of stockholders. The proposals are described in detail in the Corporation's definitive proxy statement filed with the Securities and Exchange Commission on April 19, 2022. As of March 25, 2022, the record date, approximately 198,682,919 shares of common stock were eligible to vote. A summary of the matters voted upon by the stockholders is set forth below.

Proposal 1. The Corporation's stockholders elected two Class II directors of the Corporation, Edward G. Rendell and Dennis Schaney, each to serve as a director until the 2025 Annual Meeting and until his successor is duly elected and qualifies.

The following votes were taken in connection with this proposal:

Election of Director Edward G. Rendell:





Votes For    Votes Against    Abstain
89,020,736     5,734,934     5,666,118

Election of Director Dennis Schaney:





Votes For    Votes Against    Abstain
90,222,202     4,379,644     5,819,942

Proposal 2. The proposal to authorize the Corporation, pursuant to approval of its Board of Directors (the "Board"), to sell shares of its common stock in an amount not to exceed 25% of its then outstanding common stock immediately prior to each such sale at a price below the Corporation's then current net asset value per share during the next year was approved.

The following votes were taken in connection with this proposal:





Votes For    Votes Against    Abstain
71,853,826    20,574,182     7,993,780

This proposal was also approved by the Corporation's non-affiliated stockholders by a vote of 71,622,377 shares "for" and 20,574,182 shares "against," with 7,993,780 shares abstaining. The number of votes cast in favor of this proposal represents both a "majority of outstanding voting securities" of the Corporation entitled to vote at the Annual Meeting and a "majority of outstanding voting securities" entitled to vote at the Annual Meeting that were not held by "affiliated persons" of the Corporation, each as defined under the Investment Company Act of 1940, as amended (the "1940 Act").

As previously disclosed in the Corporation's proxy statement, for purposes of this proposal, the 1940 Act defines "a majority of the outstanding voting securities" as: (1) 67% or more of the voting securities present at the Annual Meeting if the holders of more than 50% of the outstanding voting securities of the Corporation are present or represented by proxy; or (2) 50% of the outstanding voting securities of the Corporation, whichever is less. Abstentions and broker non-votes had the effect of a vote against this proposal.

Item 7.01 Regulation FD Disclosure.

On June 21, 2022, the Corporation issued a press release announcing that the Corporation entered into a corporate revolver with JPMorgan Chase Bank, MUFG Bank, Ltd. Sumitomo Mitsui Banking Corporation, and Wells Fargo Securities, who served as joint bookrunners and lead arrangers and the completion of a private placement of $235 million of shares of its common stock.

A copy of the press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, unless it is specifically incorporated by reference therein.

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits



Exhibit No.   Description
  99.1          Press Release dated June 21, 2022 (furnished herewith)

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