Bain Capital Specialty Finance, Inc. (BCSF) Earnings Call Transcript & Summary

Hello and welcome to Bain Capital Specialty Finance's Annual Meeting of Stockholders. Please note that today's meeting is being recorded. [Operator Instructions] It is now my pleasure to turn today's meeting over to Michael Ewald. Mr. Ewald, floor is yours.

Thank you. It is now 2:30 p.m., and this meeting is called to order. Welcome to the Annual Meeting of Stockholders of Bain Capital Specialty Finance, Inc. This meeting is being conducted virtually. I am Michael Ewald, Director, President and Chief Executive Officer of the company. Ms. Rojas Garzón will serve as secretary and record the proceedings of the meeting. At this time, I would like to introduce to you the other representatives of the company present via webcast and then proceed with the agenda. In addition to Ms. Rojas Garzón, also present, are James Goldman, Chief Compliance Officer of the company; and Katherine Schneider, Director of Investor Relations. The Board of Directors has authorized the appointments of inspectors for election for this meeting. Mr. Goldman and Ms. Rojas Garzón have been selected to act as inspectors of election. Both of them have executed and submitted to the company their sworn statement that he or she will honestly and partially conduct the voting. Before proceeding with the business of the meeting, if there are any registered stockholders present who have not yet sent in proxies or if they wish to change previous proxies, they can do so via the website under Cast Your Vote on the Lumi web portal used to access this meeting. Will the secretary of the meeting please confirm that the notice calling the meeting was sent to all stockholders of record?

I hereby confirm and have presented the affidavits from AST Fund Solutions, LLC, confirming that the notice, proxy statement and proxy cards were duly mailed to each stockholder of record of the company.

Please file the affidavits with the records of the meeting. Will the secretary, please, confirm that a quorum is present?

I hereby confirm that there are present, via webcast or represented by proxy stockholders of the company holding more than 1/3 of the shares of common stock issued and outstanding and entitled to vote at the meeting.

A quorum being present for the meeting, the meeting is now regularly and lawfully convened and ready to transact business. We will now proceed to proposal 1 on the agenda to be voted upon in accordance with the direction of stockholders, to elect Amy Butte, Thomas Hough and Clare Richer each as a Class I director of the company, to serve for a 3-year term expiring at the 2023 Annual Meeting of Stockholders or until their respective successor is duly elected and qualified. The second proposal is to authorize the company with approval from the company's Board of Directors to sell shares of the company's common stock at a price below the then current net asset value per share during the 12 months following any stockholder authorization at this Annual Meeting, subject to certain limitations. Have all stockholders, who desire to do so, voted on the matter presented?

Yes, it appears so.

There being no other stockholders desiring to vote, the polls are declared closed. The inspectors of election will tally votes and report the results to the secretary. I ask the inspectors of election if they are prepared to deliver the report on the results of the balloting.

Yes, I am. So based on preliminary numbers, we have a quorum. Bain Capital Specialty Finance, Inc. has 51,649,812 shares outstanding. Of that, 26,183,326 shares voted. For proposal 1, the election of Amy Butte, of that 26,183,326, 24,809,115 voted for Amy. For Tom Hough, of the 26,183,326 shares, 15,561,089 loaded for Tom Hough. For Clare Richer, of the 26,183,326 shares, 24,806,056 shares voted for Clare. For proposal 2. Of the 26,183,326 shares, 24,047,821 shares voted for proposal 2. Proposal 3. Of the 26,183,326 shares, 15,538,086 shares voted for proposal 3. All proposals passed with the preliminary numbers.

Great. Thank you. So the report of the inspectors of election show the results of the proposals brought to the meeting as follows: with respect to the first proposal, the election of Amy Butte as a Class I director of the company to serve for a 3-year term, expiring the 2023 Annual Meeting of Stockholders or until her successor is duly elected and qualified, a majority of the votes cast by stockholders present in person, via webcast or by proxy have approved the proposal; the election of Thomas Hough as Class I Director of the company to serve for a 3-year term, expiring at the 2023 Annual Meeting of Stockholders or until his successor is duly elected and qualified, a majority of the votes cast by stockholders present in person, via webcast or by proxy have approve the proposal; and the election of Clare Richer as Class I Director of the company to serve for a 3-year term, expiring the 2023 Annual Meeting of Stockholders or until her successor is duly elected and qualified, a majority of the votes cast by stockholders present in person, via webcast or by proxy have approved the proposal. With respect to the second proposal to authorize the company with approval from the company's Board of Directors to sell shares of the company's common stock at a price below the then current net asset value per share during the 12 months following any stockholder authorization at this Annual Meeting, subject to certain limitations: one, a majority of the outstanding shares of the company's common stock; and two, a majority of the outstanding shares of the company's common stock that are not held by affiliated persons of the company have approved the proposal. At this time, we will open up the meeting for any questions from stockholders regarding the company that has been submitted via the Lumi web portal. There appears to be no further business or questions. And if there's no objection, the meeting is adjourned.

This concludes the meeting. You may now disconnect.