DEF 14A: Goldman Sachs BDC, Inc. Announces 2024 Annual Meeting of Stockholders

Goldman Sachs BDC, Inc. will hold its 2024 Annual Meeting of Stockholders virtually on May 29, 2024, to elect directors and ratify the selection of its independent accounting firm.

Summary

• Goldman Sachs BDC, Inc. is holding its 2024 Annual Meeting of Stockholders virtually on May 29, 2024.
• The meeting will include the election of three Class I directors to serve until the 2027 annual meeting and the ratification of PricewaterhouseCoopers LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2024.
• Stockholders of record as of April 1, 2024, are entitled to vote at the meeting.
• The Board of Directors unanimously recommends voting FOR the election of each director nominee and FOR the ratification of PricewaterhouseCoopers LLP.
• The company has engaged Computershare Inc. and Broadridge Financial Solutions, Inc. to assist in the distribution of proxy materials and tabulation of proxies, with aggregate costs estimated at approximately $78,080, plus expenses.

Sentiment

Score: 7

Explanation: The document is a standard proxy statement, which is generally neutral in tone. The Board's recommendations are positive, but the overall sentiment is driven by the procedural nature of the content.

Positives

• The Board of Directors unanimously recommends voting FOR the election of each director nominee.
• The Board of Directors unanimously recommends voting FOR the ratification of PricewaterhouseCoopers LLP as the independent registered public accounting firm.

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.
• If the Stockholders fail to ratify the selection of PricewaterhouseCoopers LLP, the Audit Committee and the Board will reconsider the continued retention of PricewaterhouseCoopers LLP.

Future Outlook

The Company expects the 2025 Annual Meeting of Stockholders will be held in May 2025, but the exact date, time and location of such meeting have yet to be determined.

Management Comments

• Alex Chi and David Miller, Co-Chief Executive Officers and Co-Presidents, encourage stockholders to vote.
• The Board believes that it is in the best interests of the Stockholders for Mr. Leach to lead the Board because of his familiarity with the Company's portfolio companies, his broad corporate background and experience with financial and investment matters and his significant senior management experience.

Industry Context

This is a standard proxy statement for a BDC, covering routine matters such as director elections and auditor ratification. The virtual meeting format reflects a broader trend towards digital accessibility and cost efficiency in corporate governance.

Comparison to Industry Standards

• The director compensation structure, with additional fees for the Chairman of the Board and the audit committee financial expert, is typical for BDCs.
• The engagement of independent proxy solicitation firms like Computershare Inc. and Broadridge Financial Solutions, Inc. is a common practice to ensure adequate stockholder representation and quorum achievement.
• The detailed disclosure of fees paid to the independent auditor, including audit, audit-related, and tax fees, aligns with regulatory requirements and industry best practices for transparency.

Related Party Transactions

• The Company is party to an investment management agreement with GSAM, a wholly owned subsidiary of GS Group Inc., and pays fees for investment management services.
• The Company is party to a license agreement with an affiliate of Goldman Sachs for the use of the Goldman Sachs name.
• 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 governance matters, including the election of directors and the ratification of the independent auditor.
• The Board's decisions and oversight impact the Company's investment activities and financial performance, which affects stockholders.
• The Company's relationships with related parties, such as GSAM, are subject to review and oversight to ensure fairness and transparency.

Next Steps

• Stockholders are requested to vote on the proposals outlined in the proxy statement.
• The company will hold the 2024 Annual Meeting of Stockholders on May 29, 2024.
• The Board will continue to oversee the Company's investment activities and risk management processes.

Key Dates

Keywords

Annual Meeting, Proxy Statement, Board of Directors, Stockholders, Directors, PricewaterhouseCoopers, Audit Committee, GSBDC