UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.07 – Submission of Matters to a Vote of Security Holders.
On June 18, 2025, 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 28, 2025. At the Annual Meeting, stockholders considered two proposals as described in the Company’s proxy statement filed on April 2, 2025. The issued and outstanding shares of stock of the Company entitled to vote at the Annual Meeting consisted of 23,959,372 shares of common stock outstanding on the record date, March 31, 2025. 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 2026 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 |
6,327,895 | 231,865 | 324,476 | 5,296,694 | ||||||||||||
| Carlos E. Evans |
6,317,041 | 234,117 | 333,078 | 5,296,964 | ||||||||||||
| Tracy Grooms |
6,283,947 | 262,716 | 337,573 | 5,296,694 | ||||||||||||
| Timothy J. Leach |
6,325,894 | 225,176 | 333,166 | 5,296,964 | ||||||||||||
| Richard A. Mark |
6,325,915 | 207,712 | 350,609 | 5,296,694 | ||||||||||||
| Katherine (“Kaysie”) Uniacke |
6,332,258 | 207,856 | 344,122 | 5,296,964 | ||||||||||||
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, 2025. 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 | ||
| 11,937,474 | 74,974 | 168,482 |
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 23, 2025 | 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 | ||||||