Franklin BSP Realty Trust, Inc.

8-K · tm2617183d1_8k.htm iXBRL

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 2026-06-08
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 UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

  

 FORM 8-K

  

 CURRENT REPORT

  

 PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934

  

 Date of Report (Date of earliest event reported):
 June 8, 2026

  

 Franklin
BSP Realty Trust, Inc.

 (Exact Name of Registrant as Specified in Its Charter)

  

 Maryland
 001-40923
 46-1406086

 (State or other jurisdiction
 (Commission File Number)
 (I.R.S. Employer

 of incorporation) 
  
 Identification No.) 

  

 1 Madison Ave. , Suite 1600

 New York , New York 10010

 (Address of principal executive offices, including
zip code)

  

 Registrant’s telephone number, including
area code: ( 212 ) 588-6770

  

 (Former name or former address, if changed since last report)

  

 Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see
General Instruction A.2 below):

  

 ¨
 Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

  

 ¨
 Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

  

 ¨
 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

  

 ¨
 Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

  

 Securities registered pursuant to Section 12(b) of the Act:

  

 Title of each class
 Trading Symbol(s)
 Name of each exchange on which

registered

 Common
 Stock, par value $0.01 per share
 FBRT
 New York Stock Exchange

 7.50%
 Series E Cumulative Redeemable Preferred Stock, par value $0.01 per share
 FBRT PRE
 New York Stock Exchange

  

 Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

  

 Emerging
growth company ¨

  

 If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

  

  

  

  

  

 Item 5.07. Submission of Matters to a Vote of Security Holders

  

 The 2026 annual meeting of
stockholders (the “ Annual Meeting ”) of Franklin BSP Realty Trust, Inc. (the “ Company ”) was held
on June 8, 2026.

  

 At the Annual Meeting, stockholders
voted on (i) the election of Pat Augustine, Richard J. Byrne, Joe Dumars, Peter J. McDonough, Buford H. Ortale and Elizabeth K. Tuppeny
to the Company’s Board of Directors for one-year terms until the 2027 annual meeting of stockholders and until their respective
successors are duly elected and qualified; (ii) the ratification of the appointment of PricewaterhouseCoopers
LLP (“ PwC ”) as the Company’s independent registered public accounting firm for the year ending December 31, 2026;
and (iii) 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 2027 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
  
 44,197,399
  
 1,506,854
  
 194,804
  
 13,533,732

 Richard J. Byrne
  
 43,144,273
  
 2,561,401
  
 193,383
  
 13,533,732

 Joe Dumars
  
 44,744,702
  
 962,737
  
 191,618
  
 13,533,732

 Peter J. McDonough
  
 41,074,290
  
 4,631,801
  
 192,966
  
 13,533,732

 Buford H. Ortale
  
 44,184,291
  
 1,521,395
  
 193,371
  
 13,533,732

 Elizabeth K. Tuppeny
  
 42,266,447
  
 3,445,989
  
 186,621
  
 13,533,732

  

 Proposal No. 2 - Ratification of the Appointment
of PwC as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2026:

  

 The proposal was approved.

  

 Votes For
  
 Votes Against
  
 Votes Abstained
  
 Broker Non-Votes

 58,612,929
  
 616,987
  
 202,873
  
 --

  

 Proposal No. 3 - 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

 40,071,017
  
 5,413,939
  
 414,101
  
 13,533,732

  

  

  

  

 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 9, 2026