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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 26, 2024

 

 

Goldman Sachs Middle Market Lending Corp. II

(Exact name of registrant as specified in charter)

 

 

 

Delaware   814-01461   87-3643363

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

200 West Street, New York, New York   10282
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: (312) 655-4419

Not Applicable

(Former name or 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))

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   None   None

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

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.

On June 26, 2024, Goldman Sachs Middle Market Lending Corp. II (the “Company”) reconvened its annual meeting of stockholders (the “Annual Meeting”), which was originally convened and adjourned on May 29, 2024. At the Annual Meeting, stockholders considered two proposals as described in the Company’s proxy statement filed on April 3, 2024. The issued and outstanding shares of stock of the Company entitled to vote at the Annual Meeting consisted of 13,921,733 shares of common stock outstanding on the record date, April 1, 2024. The final results of the voting on the matters submitted to stockholders at the Annual Meeting are set forth below.

Proposal 1: By the vote shown below, the stockholders elected the nominees for directors. Each director will serve until the 2025 annual meeting of stockholders and until his or her successor is duly elected and qualified. The election of each nominee required a majority of the votes cast by all stockholders present, virtually or by proxy, at the Annual Meeting. Under the Company’s bylaws, a majority of votes cast means that the number of votes cast “for” a director’s election exceeds the number of votes cast “against” that director’s election (with “abstentions” and “broker non-votes” not counted as a vote cast either “for” or “against” that director’s election).

 

Name

   Votes For      Votes Against      Abstentions      Broker
Non-Votes
 

Karole Dill Barkley

     3,852,483        102,179        421,224        2,810,798  

Carlos E. Evans

     3,882,016        63,996        429,874        2,810,798  

Tracy Grooms

     3,816,891        123,390        435,605        2,810,798  

Timothy J. Leach

     3,844,629        90,523        440,734        2,810,798  

Richard A. Mark

     3,831,671        110,504        433,711        2,810,798  

Katherine (“Kaysie”) Uniacke

     3,882,938        70,570        422,378        2,810,798  

Proposal 2: The stockholders also voted on a proposal to ratify the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024. Approval of Proposal 2 required a majority of the votes cast by all stockholders present, virtually or by proxy, at the Annual Meeting.

 

Votes For

 

Votes Against

 

Abstentions

6,831,190   113,206   242,288

 


SIGNATURES

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.

 

   

GOLDMAN SACHS MIDDLE MARKET LENDING CORP. II

(Registrant)

Date: June 28, 2024     By:  

/s/ Alex Chi

            Name: Alex Chi
            Title: Co-Chief Executive Officer and Co-President
        By:  

/s/ David Miller

            Name: David Miller
            Title: Co-Chief Executive Officer and Co-President