Goldman Sachs BDC (NYSE: GSBD) reports 2026 director and auditor vote outcomes

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Goldman Sachs BDC, Inc. reported the results of its annual stockholder meeting held on May 27, 2026. Stockholders voted using 112,569,067 shares of common stock entitled to vote as of the March 30, 2026 record date.

Two Class III director nominees were elected. Katherine (“Kaysie”) Uniacke received 42,701,617.597 votes for and 3,541,502.218 votes against, with 354,635.185 abstentions and 37,287,882.000 broker non-votes. Timothy J. Leach received 40,942,685.553 votes for and 5,235,623.924 votes against, with 419,445.522 abstentions and 37,287,882.000 broker non-votes.

Stockholders also ratified the selection of PricewaterhouseCoopers LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, with 81,800,511.401 votes for, 1,543,065.576 votes against, and 542,060.023 abstentions.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Shares entitled to vote: 112,569,067 shares Votes for Uniacke: 42,701,617.597 votes Votes against Uniacke: 3,541,502.218 votes +3 more

6 metrics

Shares entitled to vote 112,569,067 shares Common stock outstanding and entitled to vote as of March 30, 2026

Votes for Uniacke 42,701,617.597 votes Katherine Uniacke Class III director election at May 27, 2026 meeting

Votes against Uniacke 3,541,502.218 votes Katherine Uniacke Class III director election

Votes for Leach 40,942,685.553 votes Timothy J. Leach Class III director election at May 27, 2026 meeting

Votes for auditor ratification 81,800,511.401 votes Ratification of PricewaterhouseCoopers LLP for fiscal year ending December 31, 2026

Votes against auditor ratification 1,543,065.576 votes Ratification of PricewaterhouseCoopers LLP for 2026

Key Terms

broker non-votes, independent registered public accounting firm, annual meeting of stockholders, majority of the votes cast

4 terms

broker non-votes financial

"with “abstentions” and “broker non-votes” not counted as a vote cast"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

independent registered public accounting firm financial

"ratified the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

annual meeting of stockholders financial

"held its annual meeting of stockholders (the “Annual Meeting”)"

majority of the votes cast financial

"The election of each nominee required a majority of the votes cast"

Understanding 8-K Material Events →

05/28/2026 - 04:12 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 27, 2026

GOLDMAN SACHS BDC, INC.

(Exact name of registrant as specified in its charter)


Delaware	814-00998	46-2176593
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)


200 West Street, New York, New York		10202
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (212) 902-0300

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230 435)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	GSBD	The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07 – Submission of Matters to a Vote of Security Holders.

On May 27, 2026, Goldman Sachs BDC, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, stockholders considered two proposals as described in the Company’s proxy statement filed on April 1, 2026. The issued and outstanding shares of stock of the Company entitled to vote at the Annual Meeting consisted of 112,569,067 shares of common stock outstanding on the record date, March 30, 2026. The final results of the voting on the matters submitted to stockholders at the Annual Meeting are set forth below.

Proposal 1: By the votes shown below, the stockholders elected the nominees for Class III directors. The Class III directors will serve until the 2029 annual meeting of stockholders or until his or her successor is duly elected and qualified. The election of each nominee required a majority of the votes cast by all stockholders present, virtually or by proxy, at the Annual Meeting. Under the Company’s bylaws, a majority of votes cast means that the number of votes cast “for” a director’s election exceeds the number of votes cast “against” that director’s election (with “abstentions” and “broker non-votes” not counted as a vote cast either “for” or “against” that director’s election).


Name	Votes For		Votes Against		Abstentions		Broker Non Vote
Katherine (“Kaysie”) Uniacke		42,701,617.597		3,541,502.218		354,635.185		37,287,882.000
Timothy J. Leach		40,942,685.553		5,235,623.924		419,445.522		37,287,882.000

Proposal 2: By the vote shown below, the stockholders ratified the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. Approval of Proposal 2 required a majority of the votes by all stockholders present, virtually or by proxy, at the Annual Meeting.


Votes For	Votes Against	Abstentions
81,800,511.401	1,543,065.576	542,060.023

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	GOLDMAN SACHS BDC, INC. (Registrant)

Date: May 28, 2026	By:	/s/ Vivek Bantwal
		Name: Vivek Bantwal
		Title: Co-Chief Executive Officer

	By:	/s/ David Miller
		Name: David Miller
		Title: Co-Chief Executive Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did Goldman Sachs BDC (GSBD) stockholders vote on at the 2026 annual meeting?

Stockholders voted on electing two Class III directors and ratifying the independent auditor for 2026. They considered these proposals at the annual meeting held May 27, 2026, based on 112,569,067 common shares entitled to vote as of March 30, 2026.

Were Goldman Sachs BDC (GSBD) director nominees elected at the 2026 annual meeting?

Yes, both Class III director nominees were elected by a majority of votes cast. Katherine Uniacke and Timothy J. Leach each received more votes “for” than “against,” with abstentions and broker non-votes excluded from the majority-of-votes-cast calculation under the company’s bylaws.

How many votes did Goldman Sachs BDC’s Katherine Uniacke receive in the 2026 election?

Katherine (“Kaysie”) Uniacke received 42,701,617.597 votes for and 3,541,502.218 votes against. There were 354,635.185 abstentions and 37,287,882.000 broker non-votes recorded in her Class III director election at the May 27, 2026 annual meeting.

How many votes did Goldman Sachs BDC’s Timothy J. Leach receive in the 2026 election?

Timothy J. Leach received 40,942,685.553 votes for and 5,235,623.924 votes against. His election also recorded 419,445.522 abstentions and 37,287,882.000 broker non-votes, with the outcome determined by a majority-of-votes-cast standard at the annual meeting.

Did Goldman Sachs BDC (GSBD) stockholders ratify PricewaterhouseCoopers as auditor for 2026?

Yes, stockholders ratified PricewaterhouseCoopers LLP as the independent registered public accounting firm for 2026. The ratification received 81,800,511.401 votes for, 1,543,065.576 votes against, and 542,060.023 abstentions at the May 27, 2026 annual meeting.

How many Goldman Sachs BDC shares were entitled to vote at the 2026 annual meeting?

A total of 112,569,067 shares of common stock were issued, outstanding, and entitled to vote. This figure was determined as of the March 30, 2026 record date used for the annual meeting held on May 27, 2026.

Filing Exhibits & Attachments

3 documents