Bain Capital Specialty Finance (BCSF) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for May 22, 2025, and will be held virtually, allowing shareholders to vote and submit questions online.

• Shareholders will vote on electing two Class III Directors, renewing authorization to sell shares below NAV, and potentially adjourning the meeting to solicit more proxies.

• The Board unanimously recommends voting in favor of all proposals on the agenda.

Voting matters and shareholder proposals

• Proposals include electing two Class III Directors for three-year terms, renewing authorization to sell shares below NAV for up to 25% of outstanding shares, and approving adjournment if needed.

• The Board, including all independent directors, recommends voting “FOR” all proposals.

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

• Detailed voting instructions are provided for both record holders and those with shares in street name.

• Advance notice and eligibility requirements for shareholder proposals and director nominations are outlined 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.

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

• The Board meets regularly, with all directors attending at least 75% of meetings in 2024.

• The Nominating and Corporate Governance Committee considers diversity and a range of backgrounds in director selection.

• The Chairman is an interested director, but governance practices include regular executive sessions of independent directors.