Golub Capital BDC (GBDC) Proxy Filing summary

Executive summary

• The 2026 Annual Meeting will be held virtually on February 2, 2026, to elect two Class I directors and ratify the selection of Ernst & Young LLP as the independent auditor for the fiscal year ending September 30, 2026.

• Shareholders of record as of December 5, 2025, are eligible to vote, with 263,467,541 shares outstanding, each entitled to one vote.

• Voting can be conducted online, by phone, mail, or during the virtual meeting, and proxies may be revoked at any time before being exercised.

• The Board, including all independent directors, unanimously recommends voting in favor of all proposals.

Voting matters and shareholder proposals

• Proposals include electing two Class I directors (David B. Golub and Anita J. Rival) for terms expiring in 2029 and ratifying Ernst & Young LLP as the independent auditor.

• Shareholders may submit proposals for the 2027 Annual Meeting between August 13, 2026, and September 12, 2026, following specific bylaw requirements.

• The Board knows of no other matters likely to come before the meeting apart from adjournment or postponement.

Board of directors and corporate governance

• The Board consists of seven members divided into three classes, with five independent directors and two interested directors.

• The Board has Audit, Nominating and Corporate Governance, and Compensation Committees, all composed solely of independent directors.

• The Chairman of the Board is David B. Golub, with William M. Webster IV serving as liaison between independent directors and management.

• Directors are evaluated annually, and independence is reviewed through annual questionnaires.