Golub Capital BDC (GBDC) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting will be held virtually on February 3, 2025, to elect three Class III directors, ratify the selection of Ernst & Young LLP as auditor, approve an amendment to increase authorized shares, and address other business.

• Stockholders of record as of December 5, 2024, are eligible to vote, with 264,277,128 shares outstanding on the record date.

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

Voting matters and shareholder proposals

• Proposals include: election of three Class III directors, ratification of Ernst & Young LLP as auditor, and approval to increase authorized shares from 351M to 501M.

• The amendment would allow up to 500M common shares and 1M preferred shares.

• Stockholders may submit proposals for the 2026 meeting by August 15, 2025, following specific bylaw requirements.

Board of directors and corporate governance

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

• Directors are divided into three classes with staggered terms; Class III nominees are Lawrence E. Golub, Lofton P. Holder, and William M. Webster IV.

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

• The Board annually evaluates its performance and director independence.