UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): December 19, 2023

Franklin BSP Capital Corporation

(Exact name of Registrant as Specified in Its Charter)

Registrant’s telephone number, including area code: (212) 588-6770

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b- 2 of the Securities Exchange Act of 1934.

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Item 5.07 Submission of Matters to a Vote of Security Holders

Franklin BSP Capital Corporation, a Delaware corporation (“FBCC”), held its Special Meeting of Stockholders (the “Meeting”) on December 19, 2023 and submitted one matter to the vote of the stockholders. A summary of the matter voted upon by stockholders is set forth below.

1. Stockholders approved an amended and restated investment advisory agreement (the “Amended and Restated Advisory Agreement”) between FBCC and Franklin BSP Capital Adviser L.L.C., a Delaware limited liability company and the external investment adviser to FBCC (“FBCA”), pursuant to the Agreement and Plan of Merger, dated as of October 2, 2023 (the “Merger Agreement”), by and among FBCC, Franklin BSP Lending Corporation, a Maryland corporation (“FBLC”), Franklin BSP Merger Sub, Inc., a Maryland corporation and a direct wholly-owned subsidiary of FBCC, and, solely for the limited purposes set forth therein, FBCA, based on the following votes:

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.