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 (NAV).

• Stockholders are encouraged to vote electronically or by proxy, with detailed instructions provided for participation and voting.

• 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 expiring in 2028.

• Proposal 2: Authorize the company to issue and sell shares below NAV, up to 30% of outstanding stock, for 12 months following approval.

• Both proposals require specific majority votes, with abstentions and broker non-votes counted as against Proposal 2.

• No other routine proposals are on the agenda; any other business will be handled at the Board's discretion.

Board of directors and corporate governance

• The Board consists of nine directors, with seven deemed independent under NYSE and 1940 Act standards.

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

• The Board met five times in 2024, with high attendance and active committee participation.

• The Board's leadership structure includes an Executive Chairman and a lead independent director.

• Stockholders can communicate directly with the Board via mail, email, or phone.