☐ | Preliminary Proxy Statement |
☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
☒ | Definitive Proxy Statement |
☐ | Definitive Additional Materials |
☐ | Soliciting Material Pursuant to § 240.14a-12 |
☒ | No fee required. |
☐ | Fee paid previously with preliminary materials. |
☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and0-11. |
Sincerely, |
/s/ Alex Chi and David Miller |
Alex Chi and David Miller |
Co-Chief Executive Officers andCo-Presidents |
1. | to elect three Class I directors of the Company, who will serve until the 2027 annual meeting of stockholders and until his or her successor is duly elected and qualified; and |
2. | to ratify the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024. |
By Order of the Board of Directors of Goldman Sachs BDC, Inc. |
/s/ Caroline Kraus |
Caroline Kraus |
Secretary |
1. | To elect three Class I directors of the Company, who will serve until the 2027 annual meeting of stockholders and until his or her successor is duly elected and qualified (“Proposal 1”); and |
2. | To ratify the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024 (“Proposal 2”). |
Name and Address | Type of Ownership (3) | Shares Owned | Percentage | |||||||||
Beneficial owners of 5% or more | ||||||||||||
The Goldman Sachs Group, Inc. (1) | Beneficial | 6,511,318 | 5.8 | % | ||||||||
Interested Director | ||||||||||||
Katherine (“Kaysie”) P. Uniacke | Beneficial | 22,557 | * | |||||||||
Independent Directors | ||||||||||||
Jaime Ardila | Beneficial | 19,414 | * | |||||||||
Carlos E. Evans | Beneficial | 14,446 | * | |||||||||
Ross J. Kari | Beneficial | 10,000 | * | |||||||||
Timothy J. Leach | Beneficial | 17,671 | * | |||||||||
Richard A. Mark | Beneficial | 17,667 | * | |||||||||
Susan B. McGee | Beneficial | 21,787 | * | |||||||||
Executive Officers | ||||||||||||
Alex Chi | — | — | — | |||||||||
David Miller | Beneficial | 20,000 | * | |||||||||
Tucker Greene | — | — | — | |||||||||
Stanley Matuszewski | — | — | — | |||||||||
John Lanza | Beneficial | 1,250 | * | |||||||||
Julien Yoo | — | — | — | |||||||||
Caroline Kraus | — | — | — | |||||||||
Justin Betzen | — | — | — | |||||||||
Greg Watts | — | — | — | |||||||||
Jennifer Yang | — | — | — | |||||||||
All executive officers and directors as a group (17 persons) (2) | 144,792 | * |
* | Less than 1%. |
(1) | Based on a Schedule 13G/A filed with the SEC on February 13, 2024. The address of The Goldman Sachs Group, Inc. (“GS Group Inc.”), a Delaware corporation, is 200 West Street, New York, New York 10282. The shares of the Company’s common stock shown in the above table as being owned by GS Group Inc. include 680,414 shares held directly by Goldman Sachs & Co. LLC (“Goldman Sachs”), United Capital Financial Advisers, and Folio Investments Inc., each a subsidiary of GS Group Inc. GS Group Inc. disclaims beneficial ownership of such shares except to the extent of its pecuniary interest therein. Each of GS Group Inc. and Goldman Sachs has indicated that it intends to vote the Company’s shares over which it has voting discretion in the same manner and proportion as shares of the Company over which GS Group Inc. or Goldman Sachs does not have voting discretion. |
(2) | The address for each of the Company’s directors and executive officers is c/o Goldman Sachs Asset Management, L.P., 200 West Street, New York, New York 10282. |
(3) | Beneficial ownership has been determined in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). |
Name of Director | Dollar Range of Equity Securities in the Company (1)(2) | |||
Interested Director | ||||
Kaysie Uniacke | over $100,000 | |||
Independent Directors | ||||
Jaime Ardila | over $100,000 | |||
Carlos E. Evans | over $100,000 | |||
Ross J. Kari | over $100,000 | |||
Timothy J. Leach | over $100,000 | |||
Richard A. Mark | over $100,000 | |||
Susan B. McGee | over $100,000 |
(1) | Dollar ranges are as follows: none, $1 – $10,000, $10,001 – $50,000, $50,001 – $100,000, or over $100,000. |
(2) | Dollar ranges were determined using the number of shares beneficially owned as of the Record Date multipli ed by the closing sales price of the Company’s common stock as reported on the New York Stock Exchange (the “NYSE”) on the Record Date of $15.00 per share. |
Name, Age and Address (1) | Position with the Company | Term of Office and Length of Service | Principal Occupation(s) During Past 5 Years | Other Directorships | ||||
Independent Directors | ||||||||
Timothy J. Leach (68) | Class I Director | Chairman of the Board of Directors since January 2023; Director since October 2020; term expires 2024 (2027 if re-elected) | Mr. Leach is retired. He is Chairman, MN8 Energy Inc. (2021-Present). He was formerly Chief Investment Officer, US Bank Wealth Management (2008–2016) and Treasurer and Director, National Committee to Preserve Social Security & Medicare (2014–2019). Chairman of the Board of Directors—the Company; Goldman Sachs Middle Market Lending LLC II, a privately offered business development company (“GS MMLC II”); and Goldman Sachs Private Credit Corp., a privately offered business development company (“GS Credit”). | MN8 Energy Inc.; GS MMLC II; GS Credit | ||||
Carlos E. Evans (72) | Class I Director | Director since October 2020; term expires 2024 (2027 if re-elected) | Mr. Evans is retired. He is Chairman, Highwoods Properties, Inc. (2018–Present); Director, Highwoods Properties, Inc. (2015–2018); Director, National Coatings and Supplies Inc. (2015–Present); Director, Warren Oil Company, LLC | Highwoods Properties, Inc. (a real estate investment trust); National Coatings and Supplies Inc.; Warren Oil Company, LLC; American Welding & Gas Inc.; Johnson Management; GS MMLC II; GS Credit |
Name, Age and Address (1) | Position with the Company | Term of Office and Length of Service | Principal Occupation(s) During Past 5 Years | Other Directorships | ||||
(2016–Present); Director, American Welding & Gas Inc. (2015–Present); and Director, Johnson Management (2015–Present). He was formerly Director, Sykes Enterprises, Inc. (2016–2021); Executive Vice President and Group Head of Wells Fargo Eastern Commercial Banking and National Head of Government and Institutional Banking (2009–2014). Director—the Company; GS MMLC II; and GS Credit. | ||||||||
Susan B. McGee (65) | Class I Director | Director since June 2018; term expires 2024 (2027 if re-elected) | Ms. McGee is retired. She is Director, ETTL Engineers and Consultants Inc. (2018-Present); and Director, HIVE Digital Technologies Ltd (2021-Present). She was formerly Director, Nobul Corporation (2019-2022) and held senior management positions with U.S. Global Investors, Inc. (an investment management firm), including Chief Compliance Officer (2016–2018), President (1998–2018) and General Counsel (1997–2018). She was also formerly Vice President of the U.S. Global Investors Funds (2016–2018). | ETTL Engineers and Consultants Inc.; HIVE Digital Technologies Ltd; GS PMMC; GS PMMC II; PSLF; GS Credit |
Name, Age and Address (1) | Position with the Company | Term of Office and Length of Service | Principal Occupation(s) During Past 5 Years | Other Directorships | ||||
Director—the Company; Goldman Sachs Private Middle Market Credit LLC, a privately offered business development company (“GS PMMC”); Goldman Sachs Private Middle Market Credit II LLC, a privately offered business development company (“GS PMMC II”); PSLF; and GS Credit. | ||||||||
Continuing Directors not up for re-election at the Meeting | ||||||||
Interested Director* | ||||||||
Kaysie Uniacke (63) | Class II Director | Director since January 2014; term expires 2025 | Ms. Uniacke is Chair of the Board—Goldman Sachs Asset Management International (2013–Present); and Advisory Director—Goldman Sachs (2013–Present). She was formerly Director—Goldman Sachs Dublin and Luxembourg family of funds (2013-2023). Director—the Company, GS PMMC; GS PMMC II; Phillip Street Middle Market Lending Fund LLC, a privately offered business development company (“PSLF”); GS MMLC II; and GS Credit. | Goldman Sachs Asset Management International; GS PMMC; GS PMMC II; GS MMLC II; PSLF; GS Credit |
Name, Age and Address (1) | Position with the Company | Term of Office and Length of Service | Principal Occupation(s) During Past 5 Years | Other Directorships | ||||
Independent Directors | ||||||||
Jaime Ardila (68) | Class II Director | Director since February 2016; term expires 2025 | Mr. Ardila is retired. He is Director, Accenture plc (2013–Present); Director, Nexa Resources (2019-present); and Director, Grupo de Energia de Bogotá (2024-Present). Formerly, he was Director of Ecopetrol (2016–2019); and held senior management positions with General Motors Company (an automobile manufacturer) (1984–1996 and 1998– 2016), most recently as Executive Vice President, and President of General Motors’ South America region (2010–2016). Director—the Company and GS Credit; Chairman of the Board of Directors—GS PMMC, GS PMMC II and PSLF. | Accenture plc (a management consulting services company); Nexa Resources (a mining company); Grupo de Energia de Bogotá (an electrical generation, distribution and transmission, and natural gas distribution company); GS PMMC; GS PMMC II; PSLF; GS Credit | ||||
Richard A. Mark (70) | Class II Director | Director since October 2020; term expires 2025 | Mr. Mark is retired. He is Director, Viatris Inc. (2020–Present); and Director, Home Centered Care Institute (2021 – Present). He was formerly Director, Almost Home Kids (2016–2021); Director, Mylan N.V. (2019–2020); Partner, Deloitte & | Viatris Inc. (a global pharmaceutical company); Home Centered Care Institute; GS MMLC II; GS Credit |
Name, Age and Address (1) | Position with the Company | Term of Office and Length of Service | Principal Occupation(s) During Past 5 Years | Other Directorships | ||||
Touche LLP (2002–2015) and Chairman and member of the Audit Committee, Katy Industries, Inc. (2015–2016). Director—the Company, GS MMLC II, and GS Credit. | ||||||||
Ross J. Kari (65) | Class III Director | Director since August 2015; term expires 2026 | Mr. Kari is retired. Formerly, he was Director, Summit Bank (2014-2022); Executive Vice President and Chief Financial Officer, Federal Home Loan Mortgage Corporation (Freddie Mac) (2009–2013); and was a Member of the Board of Directors of KKR Financial Holdings, LLC (2007–2014). Director—the Company; GS PMMC; GS PMMC II; PSLF; and GS Credit. | GS PMMC; GS PMMC II; PSLF; GS Credit |
* | Ms. Uniacke is considered to be an “Interested Director” because she holds positions with Goldman Sachs and owns securities issued by GS Group Inc. Ms. Uniacke holds comparable positions with certain other companies of which Goldman Sachs, GSAM or an affiliate thereof is the investment adviser, administrator and/or distributor. |
(1) | Each nominee and director may be contacted by writing to the nominee or director, c/o Goldman Sachs Asset Management, L.P., 200 West Street, New York, New York 10282. |
Total Compensation From the Company (1)(2) | Total Compensation From the Goldman Sachs Fund Complex (1) | |||||||
Interested Director | ||||||||
Kaysie Uniacke (3) | — | — | ||||||
Independent Directors | ||||||||
Jaime Ardila | $ | 125,000 | $ | 436,610 | ||||
Carlos E. Evans | $ | 125,000 | $ | 333,288 | ||||
Ross Kari | $ | 125,000 | $ | 392,288 | ||||
Timothy J. Leach (4) | $ | 161,000 | $ | 406,788 | ||||
Richard A. Mark (5) | $ | 140,000 | $ | 375,781 | ||||
Susan B. McGee | $ | 125,000 | $ | 368,288 |
(1) | Reflects compensation earned during the year ended December 31, 2023. For the Independent Directors, the Goldman Sachs Fund Complex includes the Company, GS PMMC, GS PMMC II, GS MMLC II, PSLF, and GS Credit. |
(2) | The Company did not award any portion of the fees earned by its directors in stock or options during the year ended December 31, 2023. The Company does not have a profit-sharing plan, and directors do not receive any pension or retirement benefits from us. |
(3) | Ms. Uniacke is an Interested Director and, as such, receives no compensation from the Company or the Goldman Sachs Fund Complex for her service as director or trustee. |
(4) | Includes compensation as Chairman of the Board. |
(5) | Includes compensation as “audit committee financial expert.” |
Name | Age | Position(s) with the Company | ||
Alex Chi | 51 | Co-Chief Executive Officer andCo-President | ||
David Miller | 54 | Co-Chief Executive Officer andCo-President | ||
Tucker Greene | 48 | Chief Operating Officer | ||
Stanley Matuszewski | 38 | Chief Financial Officer and Treasurer | ||
John Lanza | 53 | Principal Accounting Officer | ||
Julien Yoo | 52 | Chief Compliance Officer | ||
Caroline Kraus | 46 | Chief Legal Officer and Secretary | ||
Justin Betzen | 43 | Vice President | ||
Greg Watts | 47 | Vice President | ||
Jennifer Yang | 40 | Vice President |
(1) | The material in this report is not “soliciting material,” is not deemed “filed” with the SEC and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing. |
GSBDCPROXYSTMT2024
GOLDMAN SACHS BDC, INC. PO Providence, Box 43131 RI 02940-3131 EVERY VOTE IS IMPORTANT EASY VOTING OPTIONS: VOTE ON THE INTERNET Log on to: www.proxy-direct.com or scan the QR code Follow the on-screen instructions available 24 hours VOTE BY PHONE Call 1-800-337-3503 Follow the recorded instructions available 24 hours VOTE BY MAIL Vote, sign and date this Proxy Card and return in the postage-paid envelope at the VIRTUAL following MEETING Website: www.meetnow.global/MPKPJR2 at 10:00 on a May .m. Eastern 29, 2024 Time. To participate in the Virtual Meeting, from enter the the shaded 14-digit box control on this number card. Please detach at perforation before mailing. PROXY GOLDMAN SACHS BDC, INC. ANNUAL TO BE MEETING HELD ON OF MAY STOCKHOLDERS 29, 2024 THIS PROXY IS BEING SOLICITED BY THE BOARD OF DIRECTORS. The undersigned stockholder(s) of Goldman Sachs BDC, Inc., (the “Company”) revoking previous of common proxies, stock, hereby par value appoints $0.001 Caroline per share, Kraus of Goldman and Curtis Sachs Tate, BDC, or any Inc one ., which of them, the undersigned true and lawful is entitled attorneys to vote, with power at the Annual of substitution Meeting of of each, Stockholders to vote all (“Annual shares Meeting Meeting”) enter to be the held 14 -virtually digit control on May number 29, 2024, from the at 10:00 shaded a. m box . Eastern on this Time, card. The at the undersigned following Website: hereby revokes www.meetnow any and. global/MPKPJR2 all previous proxies . with To participate respect to in such the shares Virtual heretofore by the undersigned. Receipt no instructions of the Notice are given, of Annual the votes Meeting entitled and the to be accompanying cast by the undersigned Proxy Statement will be is cast hereby “FOR” acknowledged each of the by Proposals the undersigned . Additionally, . If this in Proxy their is discretion, executed but the proxy postponement holders named thereof .above are authorized to vote upon such other matters as may properly come before the Annual Meeting or any adjournment or VOTE VIA THE INTERNET: www.proxy-direct.com VOTE VIA THE TELEPHONE: 1-800-337-3503 GSB_33867 _031924 xxxxxxxxxxxxxx code PLEASE SIGN, DATE AND RETURN THE PROXY PROMPTLY USING THE ENCLOSED ENVELOPE.
EVERY STOCKHOLDER’S VOTE IS IMPORTANT Important Notice Regarding the Availability of Proxy Materials for the 2024 Annual Meeting of Stockholders of Goldman Sachs BDC, Inc. to Be Held Virtually on May 29, 2024, at 10:00 a.m. (Eastern Time) The Proxy Statement for this meeting is available at: https://www.proxy-direct.com/gld-33867 IF YOU VOTE ON THE INTERNET OR BY TELEPHONE, YOU NEED NOT RETURN THIS PROXY CARD Please detach at perforation before mailing. TO VOTE MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE: X THE BOARD OF DIRECTORS UNANIMOUSLY Proposals RECOMMENDED THAT YOU VOTE “FOR” EACH OF THE PROPOSALS. 1. To elect three Class I directors of the Company, who will serve until the 2027 annual meeting of stockholders or until his or her successor is duly elected and qualified. FOR AGAINST ABSTAIN 01. Carlos E. Evans 02. Timothy J. Leach FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN 03. Susan B. McGee FOR AGAINST ABSTAIN 2. To ratify the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024. Authorized Signatures — This section must be completed for your vote to be counted. — Sign and Date Below Note guardian, : Please administrator, sign exactly trustee, as your officer name(s) of corporation appear(s) on or other this proxy entity card, or in and another date representative it. When shares capacity, are held please jointly, give each the holder full title should under sign the. signature When signing as attorney, executor, . Date (mm/dd/yyyy) — Please print date below Signature 1 — Please keep signature within the box Signature 2 — Please keep signature within the box / / Scanner bar code xxxxxxxxxxxxxx GSB 33867 xxxxxxxx