DEF: Goldman Sachs BDC, Inc. to Hold Virtual Annual Meeting on May 28, 2025

Goldman Sachs BDC, Inc. will hold its 2025 Annual Meeting of Stockholders virtually on May 28, 2025, to elect directors and ratify the selection of PricewaterhouseCoopers LLP as the independent accounting firm.

Summary

• Goldman Sachs BDC, Inc. is holding its 2025 Annual Meeting of Stockholders virtually on May 28, 2025.
• The meeting will include the election of three Class II directors to serve until the 2028 annual meeting.
• Stockholders will also vote to ratify the selection of PricewaterhouseCoopers LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2025.
• The Board of Directors unanimously recommends voting FOR each of the proposals.
• Stockholders of record as of March 31, 2025, are entitled to vote.
• The company is furnishing proxy materials online, but printed copies are available upon request.
• The company has engaged Computershare Inc. and Broadridge Financial Solutions, Inc. to assist in the distribution of the proxy materials and tabulation of proxies at an estimated cost of $85,899, plus reasonable out-of-pocket expenses.

Sentiment

Score: 7

Explanation: The document is a standard proxy statement, presenting information in a neutral and informative tone. The Board's unanimous recommendations suggest a positive outlook on the proposals.

Positives

• The Board of Directors unanimously recommends voting FOR each of the proposals, indicating confidence in the nominees and the accounting firm.
• The virtual meeting format provides worldwide access and communication for stockholders.
• The company has a robust corporate governance structure with several committees overseeing various aspects of its operations.
• The Audit Committee has pre-approved all audit and permitted non-audit services provided by PricewaterhouseCoopers LLP.

Negatives

• The company paid GSAM $59.08 million in fees in 2024, including $35.16 million in management fees and $23.92 million in incentive fees, which may be viewed as a significant expense.
• The aggregate non-audit fees billed to GSAM and its affiliates by PricewaterhouseCoopers LLP for non-audit services for the years ended December 31, 2024 and 2023 were approximately $20.7 million and $18.0 million, respectively.

Risks

• The Board's oversight function cannot eliminate all risks or ensure that particular events do not adversely affect the value of the Company's investments.
• There could be significant overlap in the Company's investment portfolio and the investment portfolios of other client accounts managed by GSAM.
• The company does not have a right to use the Goldman Sachs name if GSAM or another affiliate of Goldman Sachs is not the Company's investment adviser or if the Company's continued use of such license results in a violation of applicable law, results in a regulatory burden or has adverse regulatory consequences.

Future Outlook

The management of the Company does not know of any other matters to be brought before the Meeting. If such matters are properly brought before the Meeting, proxies that do not contain specific instructions to the contrary will be voted in accordance with the judgment of Caroline Kraus and Curtis Tate, who are the persons named as proxies.

Management Comments

• Alex Chi and David Miller, Co-Chief Executive Officers and Co-Presidents, encourage stockholders to vote.
• The Board of Directors unanimously recommends voting FOR each of the proposals.

Industry Context

This announcement is a standard part of corporate governance for publicly traded companies, ensuring stockholders have a voice in key decisions such as electing directors and ratifying the selection of the independent accounting firm.

Comparison to Industry Standards

• The compensation structure for independent directors, including base fees and additional fees for committee chairs and financial experts, is typical for BDCs of similar size.
• The engagement of independent proxy solicitation firms like Computershare Inc. and Broadridge Financial Solutions, Inc. is a common practice to ensure broad distribution of proxy materials and accurate tabulation of votes.
• The virtual meeting format aligns with the trend of increasing accessibility and cost-effectiveness in corporate governance.

Management Changes

Corporate Governance

Related Party Transactions

• The Company is party to an investment management agreement with GSAM, a wholly owned subsidiary of GS Group Inc., under which the Company pays fees for investment management services.
• The Company is party to a license agreement with an affiliate of Goldman Sachs, granting a non-exclusive, royalty-free license to use the Goldman Sachs name.
• In certain circumstances, the Company can make negotiated co-investments pursuant to an exemptive order from the SEC.

Stakeholder Impact

• Stockholders have the opportunity to vote on key decisions, influencing the direction of the company.
• The election of directors impacts the leadership and oversight of the company.
• The ratification of the independent accounting firm ensures the integrity of financial reporting.
• Employees are indirectly affected by the decisions made at the annual meeting, as they impact the overall health and direction of the company.

Next Steps

• Stockholders are requested to vote on the proposals by following the instructions provided in the proxy materials.
• The company will hold the 2025 Annual Meeting of Stockholders on May 28, 2025.
• The Board will consider the outcome of the votes on the proposals.

Key Dates

Keywords

Annual Meeting, Proxy Statement, Directors, PricewaterhouseCoopers, Audit Committee, Goldman Sachs BDC, Stockholders, Governance