Goldman Sachs BDC (GSBD) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on May 27, 2026, to elect two Class III directors and ratify the selection of PricewaterhouseCoopers LLP as the independent auditor for 2026.

• Stockholders of record as of March 30, 2026, are entitled to vote, with instructions provided for internet, telephone, or mail voting.

• The Board unanimously recommends voting in favor of both proposals.

Voting matters and shareholder proposals

• Proposal 1: Elect two Class III directors (Timothy J. Leach and Kaysie Uniacke) to serve until the 2029 annual meeting.

• Proposal 2: Ratify PricewaterhouseCoopers LLP as independent auditor for the fiscal year ending December 31, 2026.

• Majority of votes cast is required for director election; majority of votes present is required for auditor ratification.

• Stockholder proposals for the 2027 meeting must be submitted between January 27 and February 26, 2027.

Board of directors and corporate governance

• The Board consists of six members, five of whom are independent; Timothy J. Leach serves as Chairman.

• Board committees include Audit, Governance and Nominating, Compensation, Compliance, and Contract Review.

• Directors are subject to a 15-year term limit and mandatory retirement at age 75, unless waived.

• Corporate governance documents, codes of ethics, and insider trading policies are available on the company website.