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): ~~February~~ 9June 14, 2023

FRANKLIN BSP LENDING CORPORATION

(Exact name of registrant as specified in its charter)

Maryland	814-00821	27-2614444
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

9 West 57th Street, Suite 4920 New York, New York		10019
(Address of principal executive offices)		(Zip Code)

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

Not Applicable

(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:

¨☐ 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))

☐	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
None	N/A	N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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. ¨☐

~~Securities~~Item ~~registered~~5.07 ~~pursuant~~Submission of Matters to ~~Section~~a ~~12(b)~~ Vote of ~~the~~Security ~~Act: None.~~Holders

~~Item~~On 3June 14, 2023, Franklin BSP Lending Corporation (the “Corporation”) held its annual meeting of stockholders (the “Annual Meeting”) and submitted two matters to the vote of stockholders.02 The proposals are described in detail in the Corporation’s definitive proxy statement filed with the Securities and Exchange Commission on April 24, 2023. ~~Unregistered~~As ~~Sales~~of March 27, 2023, the record date, 230,114,311 shares of ~~Equity~~common ~~Securities~~stock were eligible to vote. A summary of the matters voted upon by the stockholders is set forth below.

OnProposal ~~February~~1. 7,The ~~2023,~~Corporation’s ~~pursuant~~stockholders ~~to a drawdown notice~~elected ~~previously~~ two ~~delivered~~Class toIII ~~investors,~~directors ~~Franklin~~of ~~BSP~~the ~~Lending~~ Corporation, ~~(the~~Ronald ~~“Company”)~~J. ~~issued~~Kramer and ~~sold~~Leslie ~~approximately 4~~D.9 ~~million shares~~Michelson, ofeach ~~the~~to ~~Company’s~~serve ~~common~~as ~~stock,~~a ~~par~~director ~~value~~until ~~$0.001 per share (~~the ~~“Common~~2026 ~~Stock”)~~Annual ~~for~~Meeting anand ~~aggregate~~until ~~offering~~his ~~price of~~successor ~~approximately~~is ~~$36.3~~duly ~~million.~~elected ~~The~~and ~~Company will use the proceeds for general corporate purposes~~qualifies.

The ~~sale~~following ofvotes ~~Common~~were ~~Stock~~taken ~~was~~in ~~made~~connection ~~pursuant to the subscription agreements (collectively, the “Subscription Agreements”) entered into~~ with ~~certain~~this investors. Pursuant to their respective Subscription Agreements, each Investor is required to fund drawdowns to purchase shares of Common Stock up to the amount of their respective capital commitments on an as-needed basis at a per share price that is not less than the net asset value per share of Common Stock to be acquired.proposal:

~~The~~Election ~~issuance~~ of ~~the~~Director ~~Common~~Ronald ~~Stock is exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) thereof and Regulation D thereunder~~J. The Company relied, in part, upon representations from investors in the relevant Subscription Agreements that each Investor is an “accredited investor,” as defined in Regulation D under the Securities Act.Kramer:

The description above is only a summary of the material provisions of the Subscription Agreements and is qualified in its entirety by reference to a copy of the form of Subscription Agreement, which is filed as Exhibit 1.2 to the Company’s Current Report on Form 8-K filed on April 7, 2022 and incorporated herein by reference.

Votes For		Votes Against		Abstain
108,221,354		0		7,553,323

~~Item~~Election ~~9.01~~of ~~Financial~~Director ~~Statements~~Leslie ~~and Exhibits~~D. Michelson:

(d) Exhibits

Votes For		Votes Against		Abstain
107,990,299		0		7,784,378

Exhibit No.		Description
1.1		Form of Subscription Agreement (incorporated by reference to Exhibit 1.2 of the Company’s Current Report on Form 8-K, filed on April 7, 2022).

Proposal 2. The proposal to authorize the Corporation, pursuant to approval of its Board of Directors (the “Board”), to sell shares of its common stock in an amount not to exceed 25% of its then outstanding common stock immediately prior to each such sale at a price below the Corporation’s then current net asset value per share during the next year was approved.

~~SIGNATURES~~The following votes were taken in connection with this proposal:

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Votes For		Votes Against		Abstain
91,151,384		17,698,051		6,925,242

	FRANKLIN BSP LENDING CORPORATION
Date: February 9, 2023	By:	/s/ Nina K. Baryski
	Name:	Nina K. Baryski
	Title:	Chief Financial Officer and Treasurer

This proposal was also approved by the Corporation’s non-affiliated stockholders by a vote of 90,900,723 shares “for” and 17,698,051 shares “against,” with 6,925,242 shares abstaining. The number of votes cast in favor of this proposal represents both a “majority of outstanding voting securities” of the Corporation entitled to vote at the Annual Meeting and a “majority of outstanding voting securities” entitled to vote at the Annual Meeting that were not held by “affiliated persons” of the Corporation, each as defined under the Investment Company Act of 1940, as amended (the “1940 Act”).

As previously disclosed in the Corporation’s proxy statement, for purposes of this proposal, the 1940 Act defines “a majority of the outstanding voting securities” as: (1) 67% or more of the voting securities present at the Annual Meeting if the holders of more than 50% of the outstanding voting securities of the Corporation are present or represented by proxy; or (2) 50% of the outstanding voting securities of the Corporation, whichever is less. Abstentions and broker non-votes had the effect of a vote against this proposal.

SIGNATURE

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 LENDING CORPORATION

Date: June 16, 2023	By:	/s/ Nina K. Baryski
	Name:	Nina K. Baryski
	Title:	Chief Financial Officer and Treasurer

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