UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code:
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 |
Name of each exchange | ||
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 May 17, 2023, Goldman Sachs BDC, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, stockholders considered two proposals as described in the Company’s proxy statement filed on April 3, 2023. The issued and outstanding shares of stock of the Company entitled to vote at the Annual Meeting consisted of 109,463,144 shares of common stock outstanding on the record date, March 31, 2023. 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. The Class III director will serve until the 2026 annual meeting of stockholders or until his successor is duly elected and qualified. The election of the 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 Vote | ||||||||||||
| Ross J. Kari |
27,272,405.770 | 1,261,029.830 | 258,157.000 | 46,339,254.000 | ||||||||||||
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, 2023. 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 | ||
| 74,172,507.010 | 579,504.090 | 378,835.500 |
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 BDC, INC. (Registrant) | ||||||
| Date: May 19, 2023 | By: | /s/ David Miller | ||||
| Name: David Miller | ||||||
| Title: Co-Chief Executive Officer and Co-President | ||||||
| By: | /s/ Alex Chi | |||||
| Name: Alex Chi | ||||||
| Title: Co-Chief Executive Officer and Co-President | ||||||
Document and Entity Information |
May 17, 2023 |
|---|---|
| Cover [Abstract] | |
| Amendment Flag | false |
| Entity Central Index Key | 0001572694 |
| Document Type | 8-K |
| Document Period End Date | May 17, 2023 |
| Entity Registrant Name | GOLDMAN SACHS BDC, INC. |
| Entity Incorporation State Country Code | DE |
| Entity File Number | 814-00998 |
| Entity Tax Identification Number | 46-2176593 |
| Entity Address, Address Line One | 200 West Street |
| Entity Address, City or Town | New York |
| Entity Address, State or Province | NY |
| Entity Address, Postal Zip Code | 10202 |
| City Area Code | (212) |
| Local Phone Number | 902-0300 |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Security 12b Title | Common Stock, par value $0.001 per share |
| Trading Symbol | GSBD |
| Security Exchange Name | NYSE |
| Entity Emerging Growth Company | false |