Barings BDC (BBDC) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting will be held virtually on May 8, 2025, with voting on director elections and a proposal to authorize share issuances below net asset value, subject to limits and board approval.

• Stockholders are encouraged to vote electronically, by mail, or by phone, and may submit questions during the meeting.

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

Voting matters and shareholder proposals

• Proposal 1: Elect three Class I directors for a three-year term.

• Proposal 2: Authorize, with board approval, issuance and sale of common stock below net asset value, limited to 30% of outstanding shares over 12 months.

• Board recommends voting “FOR” both proposals.

• Approval of Proposal 2 requires a majority of all shares and a majority of non-affiliated shares.

Board of directors and corporate governance

• Board consists of nine directors, with a majority being independent under NYSE and 1940 Act standards.

• Board committees include Audit, Compensation, and Nominating and Corporate Governance, all composed of independent directors.

• Board leadership includes an Executive Chairman (CEO) and a lead independent director.

• Directors are selected based on expertise, diversity, independence, and ability to act in stockholders’ best interests.