Form 8-K - Current report

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 29, 2024

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 29, 2024, 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, 2024. The issued and outstanding shares of stock of the Company entitled to vote at the Annual Meeting consisted of 112,103,346 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 votes shown below, the stockholders elected the nominees for Class I directors. 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 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 Vote
Carlos E. Evans	38,971,725.845	1,903,722.608	445,932.548	45,521,024.000
Timothy J. Leach	39,049,472.518	1,849,580.606	422,327.876	45,521,024.000
Susan B. McGee	38,955,306.988	1,971,605.432	394,468.580	45,521,024.000

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, 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
85,186,546.791	1,138,199.667	517,658.542

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: June 3, 2024	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 29, 2024
Cover [Abstract]
Amendment Flag	false
Entity Central Index Key	0001572694
Document Type	8-K
Document Period End Date	May 29, 2024
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