UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
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Item 5.07. Submission of Matters to a Vote of Security Holders
The 2025 annual meeting of stockholders (the “Annual Meeting”) of Franklin BSP Realty Trust, Inc. (the “Company”) was held on May 28, 2025.
At the Annual Meeting, stockholders voted on (i) the election of Pat Augustine, Richard J. Byrne, Joe Dumars, Jamie Handwerker, Peter J. McDonough, Buford H. Ortale and Elizabeth K. Tuppeny to the Company’s Board of Directors for one-year terms until the 2026 annual meeting of stockholders and until their respective successors are duly elected and qualified; (ii) an amendment to the Company’s Articles of Amendment and Restatement to eliminate supermajority voting requirements; (iii) the ratification of the appointment of PricewaterhouseCoopers LLP (“PwC”) as the Company’s independent registered public accounting firm for the year ending December 31, 2025; and (iv) an advisory vote on the compensation of the Company’s Named Executive Officers.
The final results for each of these matters are as follows:
Proposal No. 1 - Election of Directors
Each of the following directors was elected to hold office until the 2026 annual meeting of stockholders and until their successors are duly elected and qualified.
| Nominee | Votes For | Votes Against | Votes Abstained | Broker Non-Votes | ||||
| Pat Augustine | 44,142,505 | 914,211 | 157,291 | 13,380,978 | ||||
| Richard J. Byrne | 44,355,176 | 706,484 | 152,347 | 13,380,978 | ||||
| Joe Dumars | 44,216,449 | 824,893 | 172,665 | 13,380,978 | ||||
| Jamie Handwerker | 43,813,643 | 1,227,025 | 173,339 | 13,380,978 | ||||
| Peter J. McDonough | 43,775,704 | 1,282,616 | 155,687 | 13,380,978 | ||||
| Buford H. Ortale | 44,096,293 | 960,690 | 157,024 | 13,380,978 | ||||
| Elizabeth K. Tuppeny | 43,824,574 | 1,220,170 | 169,263 | 13,380,978 |
Proposal No. 2 – Amendment to the Company’s Articles of Amendment and Restatement to eliminate supermajority voting requirements:
Because Proposal No. 2 failed to receive the affirmative vote of the holders of not less than two-thirds of the shares then outstanding and entitled to vote at the Annual Meeting, the proposal was not approved.
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes | |||
| 44,390,649 | 540,831 | 282,527 | 13,380,978 |
Proposal No. 3 – Ratification of the Appointment of PwC as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2025:
The proposal was approved.
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes | |||
| 58,047,690 | 344,092 | 203,203 | -- |
Proposal No. 4 – Advisory Vote on the Compensation of the Company’s Named Executive Officers:
The proposal was approved.
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes | |||
| 37,898,129 | 6,943,790 | 372,088 | 13,380,978 |
SIGNATURES
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.
| FRANKLIN BSP REALTY TRUST, INC. | ||
| By: | /s/ Jerome S. Baglien | |
| Name: | Jerome S. Baglien | |
| Title: | Chief Financial Officer and Chief Operating Officer | |
Date: June 2, 2025