DEF 14A: Kayne Anderson BDC and Kayne DL 2021 Announce Combined Virtual Annual Meeting of Stockholders

Kayne Anderson BDC, Inc. and Kayne DL 2021, Inc. will hold a combined virtual annual meeting on June 14, 2024, to elect directors and ratify the selection of PricewaterhouseCoopers LLP as their independent accounting firm.

Summary

• Kayne Anderson BDC, Inc. (KBDC) and Kayne DL 2021, Inc. (KDL) are holding a combined virtual Annual Meeting of Stockholders on June 14, 2024, at 1:00 p.m. Central Time.
• Stockholders of record as of April 3, 2024, are entitled to vote at the meeting.
• The proposals include electing two directors for each company to serve until the 2027 Annual Meeting and ratifying the selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2024.
• The Board of Directors of each company unanimously recommends voting FOR all proposals.
• Proxy materials are available online, and stockholders can vote via the internet, telephone, or during the virtual meeting.
• Kayne Anderson manages investment vehicles with over $34 billion in assets under management as of December 31, 2023.
• The annual retainers noted above were allocated to KBDC and KDL at 80% and 20%, respectively, for the year ended December 31, 2023.

Sentiment

Score: 7

Explanation: The document is primarily informational and procedural, with a neutral tone. The unanimous board recommendations and the mention of Kayne Anderson's AUM contribute to a slightly positive sentiment.

Positives

• The Board of Directors unanimously recommends voting in favor of all proposals, indicating confidence in the nominees and the accounting firm.
• Kayne Anderson's significant assets under management ($34 billion) suggest a stable and experienced advisor.
• The document provides clear instructions on how stockholders can vote, ensuring participation.
• The companies have adopted a code of ethics, as required by federal securities laws, which applies to, among others, its directors and officers.

Negatives

• The meeting is virtual-only, which may limit some stockholders' ability to participate fully.
• The document mentions potential conflicts of interest related to the Advisors' management and incentive fees, which may incentivize riskier investments.
• A late filing of Form 4 by Kayne Anderson on December 26, 2023, regarding an acquisition of common stock of KDL on December 19, 2023, which should have been made by December 21, 2023.

Risks

• The document mentions potential conflicts of interest related to the Advisors' management and incentive fees, which may incentivize riskier investments.
• The document acknowledges that not all risks can be identified or mitigated, and some risks are beyond the control of the Companies or Kayne Anderson.
• The other funds and separate accounts of the Advisors and their affiliates may take positions in securities and/or issuers that are in a different part of the capital structure of an issuer or adverse to the Companies.

Future Outlook

The document outlines the process for stockholders to submit proposals for the 2025 annual meeting, indicating a continuation of corporate governance practices.

Management Comments

• Douglas L. Goodwillie, Co-Chief Executive Officer of the Companies, encourages stockholders to vote their proxy.
• Kenneth B. Leonard, Co-Chief Executive Officer of the Companies, encourages stockholders to vote their proxy.

Industry Context

The document reflects standard corporate governance practices for publicly traded companies, including the election of directors and ratification of auditors. The virtual meeting format is increasingly common.

Comparison to Industry Standards

• The director compensation structure, including retainers and meeting fees, appears to be within the typical range for BDCs of similar size.
• The process for stockholder proposals aligns with SEC regulations and standard corporate governance practices.
• The use of a virtual annual meeting is consistent with a growing trend among public companies to reduce costs and improve accessibility.

Stakeholder Impact

• The outcome of the votes on the proposals will directly impact the composition of the Boards of Directors and the selection of the independent accounting firm.
• The document provides information to stockholders to enable them to make informed decisions about the future of the companies.

Next Steps

• Stockholders should review the proxy materials and vote on the proposals.
• The companies will hold the Annual Meeting on June 14, 2024.
• The Boards will consider the results of the votes on the proposals.

Key Dates

Keywords

Annual Meeting, Proxy Statement, Directors, PricewaterhouseCoopers, Kayne Anderson BDC, Kayne DL 2021, Stockholders, Voting, Governance