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): May 20, 2022 (May 18, 2022)

 

 

GOLDMAN SACHS BDC, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware
  814-00998
  46-2176593
(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: (212) 902-0300

 

 

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

Common Stock, par value $0.001 per share   GSBD   The New York Stock 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 18, 2022, 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 4, 2022. The issued and outstanding shares of stock of the Company entitled to vote at the Annual Meeting consisted of 101,885,413 shares of common stock outstanding on the record date, April 1, 2022. 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 all three nominees for Class II directors. The Class II directors will serve until the 2025 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  

Kaysie Uniacke

     30,385,063.721        560,944.043        0        46,533,626.990  

Jaime Ardila

     29,315,948.290        1,630,059.474        0        46,533,626.990  

Richard A. Mark

     29,327,508.411        1,618,499.353        0        46,533,626.990  

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, 2022. 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

76,743,305.880

  487,417.925   248,910.949

 


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.
Date: May 20, 2022     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
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