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 proxy, with options to vote online, by phone, or by mail.

• 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.

• A proposal seeks authorization for the company to sell shares below NAV to provide flexibility for future capital raising.

• Approval of the share issuance proposal is limited to 25% of outstanding shares and is effective for 12 months.

• The board and independent directors recommend approval, citing benefits such as access to capital and flexibility.

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 held by Michael J. Hagan.