FS KKR Capital Corp. filed a Form 8-K on August 20, 2026, reporting the final voting results from its Reconvened Annual Meeting of Stockholders held that same day, at which stockholders approved a proposal allowing the company to sell shares below net asset value per share in future offerings.

Key Highlights

  • Proposal approved: Stockholders voted to allow FS KKR Capital Corp. to sell shares below net asset value per share in future offerings.
  • Votes in favor (all stockholders): 103,799,016 shares voted for the proposal, against 35,494,986 votes against, with 7,047,114 abstentions and zero broker non-votes.
  • Eligible shares: As of the April 23, 2026 record date, 280,066,432.663 shares of common stock were eligible to vote.
  • Shares voted: Of the eligible shares, 146,341,116 were voted in person or by proxy at the Reconvened Meeting.
  • Dual majority satisfied: The filing states the votes cast in favor represent a majority of outstanding shares entitled to vote and a majority of such shares not held by affiliated persons.
  • Reconvened meeting: The Annual Meeting was originally held June 18, 2026 and adjourned on that date to allow additional time to solicit votes for this proposal.

FS KKR Capital Corp. Reconvened Meeting: Below-NAV Share Issuance Proposal Vote Details

According to the filing, FS KKR Capital Corp. (NYSE:FSK) held its Annual Meeting of Stockholders on June 18, 2026, but adjourned the meeting on that date with respect to what the company calls the "Share Issuance Proposal" in order to permit additional time to solicit stockholder votes. The Reconvened Meeting was held on August 20, 2026. The record date for determining stockholders entitled to notice and to vote was April 23, 2026, at which time 280,066,432.663 shares of common stock were eligible to be voted in person or by proxy.

The filing reports that 146,341,116 shares were voted in person or by proxy at the Reconvened Meeting. Stockholders were asked to consider Proposal No. 2, described in the company's definitive proxy statement filed with the SEC on April 30, 2026, which sought approval "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 proposal was approved. Among all stockholders, 103,799,016 shares were cast in favor, 35,494,986 against, and 7,047,114 abstained, with no broker non-votes recorded.

For the subset of shares excluding those held by affiliated persons, votes in favor totaled 103,389,416, with the same against and abstention figures. The filing states that approval satisfies the Investment Company Act of 1940 definition of "a majority of the outstanding shares," which it defines as "the vote of the lesser of: (1) 67% or more of the voting securities of the Company present at the Reconvened Meeting, if the holders of more than 50% of the outstanding voting securities of the Company are present or represented by proxy; or (2) more than 50% of the outstanding voting securities of the Company."

What Was Disclosed

FS KKR Capital Corp. disclosed the final voting results from its August 20, 2026 Reconvened Annual Meeting, at which stockholders approved the company's proposal to sell shares below net asset value per share in future offerings, satisfying required voting thresholds under the Investment Company Act of 1940.