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.

• As of April 8, 2025, there were 64,868,506.64 shares of common stock outstanding, with no preferred shares issued.

Voting matters and shareholder proposals

• Proposal 1: Elect two Class III Directors (David G. Fubini and Jeffrey B. Hawkins) for a three-year term expiring in 2028.

• Proposal 2: Renew authorization to sell up to 25% of outstanding common stock below NAV over the next 12 months, subject to Board approval and regulatory limits.

• Proposal 3: Approve adjournment of the meeting if necessary to solicit additional proxies.

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

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 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 all meetings; in 2024, all attended at least 75% of meetings.