DEF 14A of Goldman Sachs BDC, Inc., Apr 1, 2026

DEF 14A of Goldman Sachs BDC, Inc.

Filed Apr 1, 20260001193125-26-138148

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS The Board is divided into three classes with staggered three-year terms. At each annual meeting of Stockholders, the successors to the class of directors whose term expires at such meeting will be elected to hold office for a term expiring at the annual meeting of Stockholders held in the third year following the year of their election. At the Meeting, you will be asked to elect two Class III directors to serve until the 2029 annual meeting of Stockholders and until his or her successor is duly elected and qualified or until his or her earlier death, resignation, removal or disqualification. In addition, the Board has adopted policies which provide that (a) no director shall hold office for more than 15 years and (b) a director shall retire as of December 31st of the calendar year in which he or she reaches his or her 75th birthday, unless a waiver of such requirement has been adopted by a majority of the other directors. These policies may be changed by the directors without a stockholder vote. Information concerning the nominees and other relevant factors is provided below. A Stockholder may vote his or her shares for or against, or abstain from voting with respect to, the election of each nominee by properly voting by proxy over the internet or by telephone following the instructions in the Notice or by requesting, signing, dating and returning a proxy card as soon as possible. Unless contrary instructions are specified, if a proxy is executed and received prior to the Meeting (and has not been revoked) but no instructions are marked, the proxies will vote “FOR” the nominees. Each of Timothy J. Leach and Ms. Kaysie Uniacke has consented to his or her nomination and has agreed to continue to serve if elected. If, at the time of the Meeting, for any reason, Mr. Leach or Ms. Uniacke is not available for election or is not able to serve as a director, the persons named as proxies intend to exercise their voting power in favor of such person as is nominated by the Board as a substitute. ON FEBRUARY 25, 2026, THE BOARD, INCLUDING EACH OF THE INDEPENDENT DIRECTORS, UNANIMOUSLY RECOMMENDED THAT YOU VOTE “FOR” EACH NOMINEE LISTED ABOVE.

  2. Information about the Nominees and Directors

    Information about the Nominees and Directors Set forth below are the names of the nominees for the Class III directors, as well as each of the continuing directors, and their addresses, ages, terms of office, principal occupations for at least the past five years and any other directorships they hold in companies that are subject to the reporting requirements of the Exchange Act or are registered as investment companies under the 1940 Act. Directors who (1) are not deemed to be “interested persons,” as defined in the 1940 Act, of the Company, (2) meet the definition of “independent directors” under the corporate governance standards of the NYSE and (3) meet the independence requirements of Section 10A(m)(3) of the Exchange Act are referred to as “Independent Directors.” Ms. Uniacke is deemed to be an “interested person” of the Company and is referred to as the “Interested Director.” Each of Mr. Leach and Ms. Uniacke has been nominated for election as a Class III director to serve until the 2029 annual meeting of stockholders. None of the nominees are being proposed for election pursuant to any agreement or understanding between any such nominees and the Company.

  3. Class III Director Nominees

    Class III Director Nominees

  4. Class III Director Nominees

    | Name, Age and Address (1) | Position with the Company | Term of Office and Length of Service | Principal Occupation(s) During Past 5 Years | Other Directorships | | Interested Director* | | | | | | Katherine (“Kaysie”) Uniacke (65) | Class III Director | Director since January 2014; term expires 2029 if re-elected | Ms. Uniacke is Chair of the Board – Goldman Sachs Asset Management International (2013 – Present); and Advisory Director – Goldman Sachs (2013 – Present). She was formerly Director – Goldman Sachs Dublin and Luxembourg family of funds (2013 – 2023). Director – the Company, Silver Capital Holdings LLC, a privately offered business development company (“SCH”); Goldman Sachs Private Middle Market Credit II LLC, a privately offered business development company (“GS PMMC II”); Phillip Street BDC LLC, a privately offered business development company (“PS BDC”); Goldman Sachs Private Credit Corp., a privately offered business development company (“GS Credit”); and West Bay BDC LLC, a privately offered business development company (“West Bay”). | Goldman Sachs Asset Management International; SCH; GS PMMC II; PS BDC; GS Credit; West Bay | | Independent Directors | | | | | | Timothy J. Leach (70) | Class III Director | Chairman of the Board of Directors since January 2023; Director since October 2020; term expires 2029 if re-elected | Mr. Leach is retired. He is Chairman, MN8 Energy Inc. (2021 – Present); Chairman, Habitat for Humanity of Sonoma County (2019 – Present); Director, Habitat for Humanity of Sonoma County (2017 – 2019); and Chairman GS Renewable Power LLC (2021 – Present). He was formerly Chief Investment Officer, US Bank Wealth Management (2008 – 2016) and Treasurer and Director, National Committee to Preserve Social Security & Medicare (2014 – 2019). Chairman of the Board of Directors – the Company and GS Credit. Independent Director – West Bay. | Habitat for Humanity of Sonoma County; GS Renewable Power LLC; GS Credit; and West Bay. |

  5. Continuing Directors not up for

    Continuing Directors not up for

  6. re-election

    re-election

  7. at the Meeting

    at the Meeting

  8. at the Meeting

    | Name, Age and Address (1) | Position with the Company | Term of Office and Length of Service | Principal Occupation(s) During Past 5 Years | Other Directorships | | Independent Directors | | | | | | Jaime Ardila (70) | Class II Director | Director since February 2016; term expires 2028 | Mr. Ardila is retired. He is Director, Accenture plc (2013 – Present); Chairperson, Nexa Resources (2019 – Present); and Director, Grupo Energía Bogotá (GEB) (2024 – Present). Formerly, he was Director of Ecopetrol (2016 – 2019) and held senior management positions with General Motors Company (an automobile manufacturer) (1984 – 1996 and 1998 – 2016), most recently as Executive Vice President and President of General Motors’ South America region (2010 – 2016). Independent Director – the Company and GS Credit Chair of the Board of Directors – SCH, GS PMMC II and PS BDC. | Accenture plc (a management consulting services company); Nexa Resources (a mining company); Grupo Energía Bogotá (an electric utility company); SCH; GS PMMC II; PS BDC; and GS Credit | | Carlos E. Evans (74) | Class I Director | Director since October 2020; term expires 2027 | Mr. Evans is retired. He is Chairman, Highwoods Properties, Inc. (2018 – Present); Director, National Coatings and Supplies Inc. (2015 – Present); Director, Warren Oil Company, LLC (2016 – Present); Director, American Welding & Gas Inc. (2015 – Present); and Director, Johnson Management (2015 – Present). He was formerly Director, Sykes Enterprises, Inc. (2016 – 2021). Independent Director – the Company, GS Credit, and West Bay. | Highwoods Properties, Inc.; National Coatings and Supplies Inc.; Warren Oil Company, LLC; American Welding & Gas Inc.; Johnson Management; GS Credit; and West Bay | | Richard A. Mark (72) | Class II Director | Director since October 2020; term expires 2028 | Mr. Mark is retired. He is Director, Viatris Inc. (2020 – Present); and Director, Home Centered Care Institute (2021 – Present). He was formerly Director, Almost Home Kids (2016 – 2021) and Director, Mylan N.V. (2019 – 2020). Independent Director – the Company, SCH; GS PMMC II; GS Credit; PS BDC; and West Bay. | Viatris Inc.; Home Centered Care Institute; SCH; GS PMMC II; GS Credit; PS BDC; and West Bay |

  9. at the Meeting

    | * Ms. Uniacke is considered to be an “Interested Director” because she holds positions with Goldman Sachs and owns securities issued by GS Group Inc. Ms. Uniacke holds comparable positions with certain other companies of which Goldman Sachs, GSAM or an affiliate thereof is the investment adviser, administrator and/or distributor. |

  10. at the Meeting

    | (1) Each nominee and director may be contacted by writing to the nominee or director, c/o Goldman Sachs Asset Management, L.P., 200 West Street, New York, New York 10282. |

  11. at the Meeting

    The significance or relevance of a nominee’s or director’s particular experience, qualifications, attributes and/or skills is considered by the Board on an individual basis. Experience, qualifications, attributes and/or skills common to all nominees and directors include the ability to critically review, evaluate and discuss information provided to them and to interact effectively with the other directors and with representatives of GSAM and its affiliates, other service providers, legal counsel and the Company’s independent registered public accounting firm, the capacity to address financial and legal issues and exercise reasonable business judgment, and a commitment to the representation of the interests of the Company and the Stockholders. The Governance and Nominating Committee’s charter contains certain other factors that are considered by the Governance and Nominating Committee in identifying and evaluating potential nominees to serve as Independent Directors. Based on each nominee’s experience, qualifications, attributes and/or skills, considered individually and with respect to the experience, qualifications, attributes and/or skills of the other directors, the Board has concluded that each nominee should continue to serve as a director. Below is a brief discussion of the experience, qualifications, attributes and/or skills of each nominee, as well as of the continuing directors, that led the Board to conclude that such individual should serve as a director.

  12. Class III Director Nominees

    Class III Director Nominees Interested Director Katherine P. Uniacke. Ms. Uniacke is the sole interested director on the Board and has served in such capacity since January 2014. Ms. Uniacke is the Chairperson of the board of Goldman Sachs Asset Management International; serves on the boards of SCH, GS PMMC II, PS BDC, GS Credit and West Bay, and is an advisory director to GS Group Inc. Previously, she was global chief operating officer of GSAM’s portfolio management business until 2012 and served on the Investment Management Division Client and Business Standards Committee. Prior to this, she was president of Goldman Sachs Trust, the GS mutual fund family, and was head of the Fiduciary Management business within Global Manager Strategies, responsible for business development and client service globally. Earlier in her career, Ms. Uniacke managed GSAM’s U.S. and Canadian Distribution groups. In that capacity, she was responsible for overseeing all North American institutional and third-party sales channels, marketing and client service functions, for which client assets exceeded $200 billion. Before that, Ms. Uniacke was head of GSAM’s Global Cash Services business, where she was responsible for overseeing the management of assets exceeding $100 billion. Ms. Uniacke worked at Goldman Sachs from 1983 to 2012, where she was named managing director in 1997 and partner in 2002. Based on the foregoing, Ms. Uniacke is experienced with financial and investment matters, which we believe makes her well qualified to serve on the Board of Directors. Independent Directors

  13. Timothy J. Leach

    Timothy J. Leach . Mr. Leach is retired. Mr. Leach has served on the Board of Directors of the Company since October 2020; and has served as Chairperson of the Board since January 2023. He also serves as a member and Chair of the Board of Directors of GS Credit and as a member of the Board of West Bay since December 31, 2025. Mr. Leach has served as Chair of the Board of Directors of MN8 Energy Inc. (f/k/a Goldman Sachs Renewable Power LLC), a renewable energy producer, since 2021. From 2008 until his retirement in July 2016, Mr. Leach served as chief investment officer of US Bank Wealth Management. Prior to joining US Bank, Mr. Leach held senior management positions with U.S. Trust Company and various investment advisers and asset managers, including Wells Fargo Private Investment Advisors, Wells Fargo Alternative Asset Management, ABN Amro Global Asset Management, ABN Amro Asset Management (USA) and Qualivest Capital Management. Based on the foregoing, Mr. Leach is experienced with financial and investment matters, which we believe makes him well qualified to serve on the Board of Directors.

  14. Continuing Directors not up for

    Continuing Directors not up for

  15. Compensation of Directors

    Compensation of Directors From January 1, 2025 to December 31, 2025, each Independent Director was compensated with a $125,000 annual fee for his or her services as director. In addition, the Chairman of the Board earned an additional annual fee of $36,000 and the director designated as the “audit committee financial expert” (as defined in Item 407 of Regulation S-K) earned an additional annual fee of $15,000 for his or her additional services in such capacities. The Independent Directors are reimbursed for travel and other reasonable expenses incurred in connection with attending Board and committee meetings. The Company may also pay the incidental costs of a director to attend training or other types of conferences relating to the business development company (“BDC”) industry. In addition, the Company purchases directors’ and officers’ liability insurance on behalf of the directors. It is the responsibility of the Independent Directors to review their own compensation and recommend to all of the directors the appropriate level of compensation. This level of compensation may be adjusted from time to time. In conducting their review, the Independent Directors use such information as they deem relevant, including compensation paid to directors of other BDCs of similar size and the time and effort required of the directors in fulfilling their responsibilities to the Company. The following table shows information regarding the compensation earned by the Independent Directors for the fiscal year ended December 31, 2025. No compensation is paid by the Company to any Interested Director or executive officer of the Company.

  16. Compensation of Directors

    | | Total Compensation From the Company (1)(2) | Total Compensation From the Goldman Sachs Fund Complex (1) | | Interested Director | | | | Kaysie Uniacke (3) | — | — | | Independent Directors | | | | Jaime Ardila | $125,000 | $485,000 | | Carlos E. Evans | $125,000 | $362,826 | | Timothy J. Leach (4) | $161,000 | $403,391 | | Richard A. Mark (5) | $140,000 | $395,652 | | Susan B. McGee (6) | $125,000 | $415,000 | | Former Independent Directors | | | | Ross J. Kari (7) | $125,000 | $443,000 |

  17. Compensation of Directors

    | (1) Reflects compensation earned during the year ended December 31, 2025. For purposes of this table, the Goldman Sachs Fund Complex includes the Company, SCH, GS PMMC II, PS BDC, GS Credit, Goldman Sachs Middle Market Lending Corp. II (prior to its merger into GS Credit), and West Bay. |

  18. Compensation of Directors

    | (2) The Company did not award any portion of the fees earned by its directors in stock or options during the year ended December 31, 2025. The Company does not have a profit-sharing plan, and directors do not receive any pension or retirement benefits from us. |

  19. Compensation of Directors

    | (3) Ms. Uniacke is an Interested Director and, as such, receives no compensation from the Company or the Goldman Sachs Fund Complex for her service as director or trustee. |

  20. Compensation of Directors

    | (4) Includes compensation as Chairman of the Board. |

  21. Compensation of Directors

    | (5) Includes compensation as “audit committee financial expert.” |

  22. Compensation of Directors

    | (6) Ms. McGee resigned from the Board of Directors effective as of the close of business on March 31, 2026. |

  23. Compensation of Directors

    | (7) Mr. Kari retired from the Board of Directors effective as of the close of business on December 31, 2025. |

  24. Election of Directors

    Election of Directors For Proposal 1, the election of each nominee requires a majority of the votes cast by all Stockholders present, virtually or by proxy, at the Meeting, provided that if, as of the tenth (10th) day preceding the date the Company first mails the notice of such meeting to the Stockholders, the number of nominees for the directorships (or, if applicable, the directorships of a particular class of directors) exceeds the number of such directors to be elected, such directors shall be elected by the vote of a plurality of the votes cast. Under the Company’s bylaws, a majority of votes cast means that the number of votes cast “for” a director’s election exceeds the number of votes cast “against” that director’s election (with “abstentions” and “broker non-votes” not counted as a vote cast either “for” or “against” that director’s election).