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): June 19, 2020 (June 17, 2020)

 

 

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   10282
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: (212) 902-0300

Not Applicable

(Former name or address, if changed since last report)

 

 

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 230.425)

 

☐

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 June 17, 2020, 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 May 12, 2020. The issued and outstanding shares of stock of the Company entitled to vote at the Annual Meeting consisted of 40,401,637 shares of common stock outstanding on the record date, May 11, 2020. 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 Class III directors. The Class III directors will serve until the 2023 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, in person 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

     27,151,660.58        949,514.41        0.00        6,672,164.00  

Anne B. Lane

     27,116,569.95        984,605.05        0.00        6,672,164.00  

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, 2020. Approval of Proposal 2 required a majority of the votes by all stockholders present, in person or by proxy, at the Annual Meeting.

 

Votes For

   Votes Against      Abstentions  

34,462,218.00

     231,925.00        79,196.00  

 

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: June 19, 2020     By:  

/s/ Jonathan Lamm

      Name: Jonathan Lamm
      Title: Chief Financial Officer and Treasurer