Bain Capital Specialty Finance (BCSF) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on May 21, 2026, allowing shareholders to vote and submit questions online.

• Shareholders will vote on electing three Class I Directors for three-year terms and ratifying PricewaterhouseCoopers LLP as the independent auditor for 2026.

• The Board unanimously recommends voting in favor of both proposals.

• As of April 10, 2026, there were 64,868,506.64 shares of common stock outstanding, with no preferred shares issued.

Voting matters and shareholder proposals

• Proposal 1: Elect Amy Butte, Thomas A. Hough, and Clare S. Richer as Class I Directors for terms expiring in 2029.

• Proposal 2: Ratify PricewaterhouseCoopers LLP as independent auditor for the fiscal year ending December 31, 2026.

• The Board, including all independent directors, recommends voting "FOR" both proposals.

• Shareholders have no cumulative voting rights or dissenters' rights for these proposals.

• Advance notice and procedural requirements for shareholder proposals and director nominations are detailed in the bylaws.

Board of directors and corporate governance

• The Board consists of eight members, five of whom are independent under NYSE and 1940 Act standards.

• Standing committees include Audit, Nominating and Corporate Governance, and Compensation, all comprised solely of independent directors.

• The Chairman of the Board is an interested director, but strong governance practices are in place, including regular executive sessions of independent directors.

• Directors are encouraged to attend annual meetings; all attended at least 75% of meetings in 2025.

• Committee charters and governance documents are available on the company website.