FS KKR Capital (FSK) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for June 18, 2025, with voting on director elections and a proposal to allow share sales below net asset value (NAV).

• Stockholders are encouraged to vote by mail, phone, or internet to ensure quorum and avoid additional solicitation costs.

• The board unanimously recommends voting in favor of all proposals.

Voting matters and shareholder proposals

• Stockholders will vote to elect three Class C directors for terms expiring in 2028: Barbara Adams, Michael C. Forman, and Jerel A. Hopkins.

• Approval is sought to allow future share offerings below NAV to provide capital flexibility; this authority would last 12 months and is capped at 25% of outstanding shares.

• The board recommends voting FOR both proposals.

• Procedures for submitting shareholder proposals for the 2026 meeting are outlined, with deadlines and requirements specified.

Board of directors and corporate governance

• The board consists of 11 directors, with a majority being independent as defined by the 1940 Act and NYSE rules.

• Directors are divided into three classes with staggered three-year terms.

• The board values diversity in experience, gender, ethnicity, and race.

• Four standing committees exist: Audit, Valuation, Nominating and Corporate Governance, and Compensation.

• The lead independent director role is currently filled by Michael J. Hagan.

• The board met nine times in 2024, with all directors attending at least 75% of meetings.