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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): January 28, 2025

 

 

GOLDMAN SACHS PRIVATE CREDIT CORP.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   814-01627   92-3241797
(State or Other Jurisdiction
of Incorporation)
  (Commission
File Number)
  (I.R.S. Employer
Identification No.)

 

200 West Street, New York, New York   10202
(Address of Principal Executive Offices)   (Zip Code)

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

 

 

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 230 435)

 

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

N/A   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 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 January 28, 2025, Goldman Sachs Private Credit Corp. (the “Company”) held its annual meeting of stockholders (as adjourned from time to time, the “Annual Meeting”). At the Annual Meeting, stockholders considered two proposals as described in the Company’s proxy statement filed on April 3, 2024, as supplemented. The issued and outstanding shares of stock of the Company entitled to vote at the Annual Meeting consisted of 100,205,956 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 nominee for Class III director and the nominees for Class I directors. The Class III director will serve until the 2026 annual meeting of stockholders or until his successor is duly elected and qualified. The Class I directors will serve until the 2027 annual meeting of stockholders or until his or her successor is duly elected and qualified. The election of the nominees 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 Vote

Class III Director

       

Ross J. Kari

  45,028,069   488,947   5,503,611   0

Class I Directors

       

Timothy J. Leach

  45,015,208   521,407   5,484,012   0

Carlos E. Evans

  45,599,382   663,670   4,757,575   0

Susan B. McGee

  45,103,564   558,844   5,358,219   0

Proposal 2: By the vote shown below, the stockholders ratified 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 by all stockholders present, virtually or by proxy, at the Annual Meeting.

 

Votes For

 

Votes Against

 

Abstentions

46,851,225

  396,951   3,772,451


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 PRIVATE CREDIT CORP.

(Registrant)

Date: February 3, 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