Barings BDC (BBDC) Proxy Filing summary

Executive summary

• The 2026 Annual Meeting will be held virtually on May 7, 2026, with voting on the election of three Class II directors for three-year terms and any other business that may arise.

• Stockholders of record as of March 6, 2026, are entitled to vote, with each share of common stock carrying one vote; no cumulative voting is allowed.

• Proxy materials, including the annual report and proxy card, are available online and by mail, and voting can be done by mail, phone, or internet.

• The Board unanimously recommends voting FOR all director nominees.

Voting matters and shareholder proposals

• The main proposal is the election of three Class II directors; no other routine proposals are on the agenda.

• Stockholders may submit questions during the meeting and propose nominees or business for the 2027 meeting, subject to advance notice and bylaw requirements.

• Final voting results will be published in a Form 8-K within four business days after the meeting.

Board of directors and corporate governance

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

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

• The Chairman is an interested director, while a lead independent director presides over executive sessions.

• Directors are evaluated for independence, diversity, expertise, and attendance; all attended at least 75% of meetings in 2025.