Goldman Sachs BDC (GSBD) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on May 28, 2025, to elect three Class II directors and ratify the selection of PricewaterhouseCoopers LLP as the independent auditor for 2025.

• Stockholders of record as of March 31, 2025, are entitled to vote, with voting available online, by phone, or by mail.

• The Board and all independent directors unanimously recommend voting in favor of both proposals.

• Proxy materials are distributed electronically, with printed copies available upon request.

Voting matters and shareholder proposals

• Proposal 1: Elect three Class II directors to serve until the 2028 annual meeting.

• Proposal 2: Ratify PricewaterhouseCoopers LLP as the independent registered public accounting firm for 2025.

• Stockholders may submit proposals for the 2026 annual meeting between January 28 and February 27, 2026.

• Majority of votes cast is required for director election; auditor ratification requires a majority of votes present.

Board of directors and corporate governance

• The Board consists of seven members, six of whom are independent.

• Directors are divided into three classes with staggered three-year terms; no director may serve more than 15 years or past age 75 without waiver.

• Board committees include Audit, Governance and Nominating, Compensation, Compliance, and Contract Review.

• The Board met five times in 2024, with all directors attending at least 75% of meetings.

• Corporate governance documents, codes of ethics, and insider trading policies are available on the company website.