DEF: Goldman Sachs BDC Sets 2026 Annual Meeting Agenda

Goldman Sachs BDC, Inc. announces its 2026 Annual Meeting of Stockholders to elect two Class III directors and ratify PricewaterhouseCoopers LLP as its independent auditor.

Summary

• The 2026 Annual Meeting of Stockholders will be held virtually on May 27, 2026, at 10:00 a.m. Eastern Time.
• Stockholders will vote on the election of two Class III directors, Timothy J. Leach and Katherine (Kaysie) P. Uniacke, who will serve until the 2029 annual meeting.
• Stockholders will also vote to ratify the selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026.
• The Board of Directors, including all independent directors, unanimously recommended voting FOR both proposals.
• As of March 31, 2026, there were 112,569,067 shares of common stock outstanding.
• The Goldman Sachs Group, Inc. beneficially owned 6,511,381 shares, representing 5.78% of the outstanding common stock.
• Independent Directors were compensated with a $125,000 annual fee for 2025, with additional fees for the Chairman ($36,000) and the audit committee financial expert ($15,000).
• Total fees paid to Goldman Sachs Asset Management, L.P. (GSAM) for investment management services in 2025 amounted to $62.76 million, consisting of $34.05 million in Management Fees and $28.71 million in Incentive Fees.
• Audit fees billed by PricewaterhouseCoopers LLP for the years ended December 31, 2025, and 2024, were $1,294,100 and $1,313,900, respectively.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a routine corporate governance filing with no significant positive or negative operational news, reflecting stable management and oversight processes.

Positives

• The Board of Directors unanimously recommended voting for both the director nominees and the auditor ratification, indicating strong internal alignment and confidence.
• Directors and executive officers hold equity in the company, aligning their financial interests with those of stockholders.
• The company maintains a robust corporate governance framework, including a Code of Ethics, Code of Business Conduct and Ethics, Corporate Governance Guidelines, and an Insider Trading Policy.

Risks

• The Board's oversight function cannot eliminate all risks or guarantee that specific events will not adversely affect the value of the Company's investments.
• Potential for conflicts of interest exists due to co-investment opportunities with other client accounts managed by GSAM, including proprietary accounts, although these are subject to SEC exemptive relief and allocation procedures.
• The Company's operations are reliant on GSAM for investment management services, incurring significant fees.
• The Company's right to use the 'Goldman Sachs' name is conditional and could be lost if GSAM is no longer the investment adviser or due to regulatory violations.

Future Outlook

The filing primarily concerns corporate governance matters for the upcoming annual meeting and does not provide specific forward-looking financial guidance or operational outlook beyond the election of directors and auditor ratification for the fiscal year ending December 31, 2026.

Management Comments

• "Your vote is very important."
• "Your prompt response will help reduce proxy costs—which are paid by the Company and indirectly by its stockholders—and will also mean that you can avoid receiving follow-up phone calls and mailings."
• "We are committed to ensuring that Stockholders will be afforded the same rights and opportunities to participate as they would at an in-person meeting."

Industry Context

StockSavvy.ai notes that the shift to virtual annual meetings, as adopted by Goldman Sachs BDC, Inc., aligns with a broader industry trend towards digital engagement and cost efficiency, especially prevalent since the COVID-19 pandemic. The re-election of directors and ratification of auditors are standard corporate governance practices for publicly traded business development companies (BDCs).

Comparison to Industry Standards

• The director compensation structure, including base fees and additional compensation for committee chairs and financial experts, is generally in line with practices observed in the BDC sector, which often involves specialized oversight due to the nature of their investment portfolios.
• The beneficial ownership of 5.78% by The Goldman Sachs Group, Inc. is a common characteristic for BDCs managed by large financial institutions, reflecting the parent company's strategic interest and alignment.
• The total fees paid to GSAM ($62.76 million in 2025) for investment management services are typical for externally managed BDCs, where the investment adviser receives both management and incentive fees based on asset value and performance, respectively. This structure is standard for the BDC industry, though the specific rates and hurdle rates vary by agreement.

Management Changes

Corporate Governance

Related Party Transactions

• The Company is party to an investment management agreement with GSAM, a wholly owned subsidiary of The Goldman Sachs Group, Inc., for which it paid $62.76 million in fees in 2025.
• The Company has a non-exclusive, royalty-free license to use the Goldman Sachs name from an affiliate of Goldman Sachs.
• The Company can make negotiated co-investments alongside other client accounts managed by GSAM, including proprietary accounts, under an exemptive order from the SEC.
• Certain officers of the Company also hold officer and employee positions with GSAM.

Stakeholder Impact

• Shareholders: Directly impacted by the election of directors who oversee company strategy and performance, and by the ratification of the auditor ensuring financial transparency. They also indirectly bear the costs associated with proxy solicitation.
• Employees: No direct impact on employees is mentioned in this filing, but stable corporate governance generally contributes to overall company stability.
• Customers: No direct impact on customers is mentioned, as the filing focuses on internal corporate governance matters.
• Suppliers: No direct impact on suppliers is mentioned.
• Creditors: No direct impact on creditors is mentioned, but strong corporate governance and independent auditor oversight contribute to financial stability and transparency, which is favorable for creditors.

Next Steps

• Stockholders are requested to vote on the election of two Class III directors and the ratification of PricewaterhouseCoopers LLP as the independent registered public accounting firm.
• The elected Class III directors will serve until the 2029 annual meeting of stockholders.
• If stockholders do not ratify the selection of PricewaterhouseCoopers LLP, the Audit Committee and the Board will reconsider their continued retention.
• Stockholders intending to present proposals for the 2027 Annual Meeting must submit them in writing between January 27, 2027, and February 26, 2027, with proposals for inclusion in the proxy statement due by December 2, 2026.

Key Dates

Recommendation

The filing is a standard proxy statement detailing routine corporate governance matters such as director elections and auditor ratification. It does not contain any new financial performance data, strategic shifts, or material events that would warrant a change in investment thesis. The unanimous board recommendations suggest stability. Therefore, a 'hold' recommendation is appropriate as there's no new information to drive a 'buy' or 'sell' decision.

Keywords

Goldman Sachs BDC, GSBD, Proxy Statement, Annual Meeting, Director Election, Auditor Ratification, Corporate Governance, SEC Filing, Investment Management, BDC