---
schema_version: "secwatch.filing_event.v1"
accession: "0001104659-23-068543"
form_type: "8-K"
ticker: "FBRT"
cik: "0001562528"
company_name: "Franklin BSP Realty Trust, Inc."
filed_at: "2023-06-06T23:59:59+00:00"
generated_at: "2026-06-14T06:37:01.651276+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.5
calibrated_materiality_score: 0.15
confidence: "high"
source: SEC EDGAR
---

# Franklin BSP Realty Trust annual meeting: supermajority amendment fails, say-on-pay passes

## Summary
- Proposal to eliminate supermajority voting failed with 43.3M for, 620.7K against, not reaching two-thirds threshold.
- Advisory vote on executive compensation approved: 34.8M for, 9.0M against, 363.5K abstain.
- Advisory vote on frequency: 43.1M favored every year; board will hold annual say-on-pay votes.
- All seven director nominees elected, with Peter J. McDonough receiving the most votes against (3.4M).
- Proposal to ratify Ernst & Young as auditor was withdrawn; audit committee changed auditors post-meeting.

## SEC filing metadata
- accession: 0001104659-23-068543
- form_type: 8-K
- ticker: FBRT
- cik: 0001562528
- company_name: Franklin BSP Realty Trust, Inc.
- filed_at: 2023-06-06T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.5
- calibrated_materiality_score: 0.15
- confidence: high
- sec_items: 5.07
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1562528/000110465923068543/0001104659-23-068543-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1562528/000110465923068543/tm2317846d1_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001104659-23-068543
- JSON: https://secwatch.observer/filing/0001104659-23-068543.json
- Plain text: https://secwatch.observer/filing/0001104659-23-068543.txt

## Key facts
- Shareholder Votes
  Franklin BSP Realty Trust, Inc. shareholders approved Advisory Vote on the Frequency of Future Advisory Votes on the Compensation of the Company’s Named Executive Officers at the 2023-05-31 meeting.
  - Proposal: say on pay frequency
  - Outcome: passed
  - Meeting: 2023-05-31
  source text: Proposal No. 5 – Advisory Vote on the Frequency of Future Advisory Votes on the Compensation of the Company’s Named Executive Officers: Votes For Every Year Votes For Every Two Years Votes for Every Three Years Votes Abstained 43,081,933 170,238 657,498 264,243
  evidence_url: https://www.sec.gov/Archives/edgar/data/1562528/000110465923068543/0001104659-23-068543-index.htm
- Shareholder Votes
  Franklin BSP Realty Trust, Inc. shareholders rejected Amendment to the Company’s Articles of Amendment and Restatement to eliminate supermajority voting requirements at the 2023-05-31 meeting.
  - Proposal: charter amendment
  - Outcome: failed
  - Meeting: 2023-05-31
  source text: Proposal No. 2 – Amendment to the Company’s Articles of Amendment and Restatement to eliminate supermajority voting requirements: Because Proposal No. 2 failed to receive the affirmative vote of the holders of not less than two-thirds of the shares then outstanding and entitled to vote at the Annual Meeting, the proposal was not approved.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1562528/000110465923068543/0001104659-23-068543-index.htm
- Shareholder Votes
  Franklin BSP Realty Trust, Inc. shareholders approved Advisory Vote on the Compensation of the Company’s Named Executive Officers at the 2023-05-31 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2023-05-31
  source text: Proposal No. 4 – 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 34,793,099 9,017,352 363,461 12,809,314
  evidence_url: https://www.sec.gov/Archives/edgar/data/1562528/000110465923068543/0001104659-23-068543-index.htm
- Shareholder Votes
  Franklin BSP Realty Trust, Inc. shareholders approved Election of directors at the 2023-05-31 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2023-05-31
  source text: Nominee Votes For Votes Against Votes Abstained Broker Non-Votes Pat Augustine 43,197,370 750,714 225,828 12,809,314
  evidence_url: https://www.sec.gov/Archives/edgar/data/1562528/000110465923068543/0001104659-23-068543-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.