gbdc-20250203

Delaware

814-00794

27-2326940

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, par value $0.001 per share	GBDC	The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b- 2 of the Securities Exchange Act of 1934.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

On February 3, 2025, Golub Capital BDC, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). The issued and outstanding shares of stock of the Company entitled to vote at the Annual Meeting consisted of 264,277,128 shares of common stock outstanding on the record date, December 5, 2024.

At the Annual Meeting, the Company’s stockholders approved two proposals and, pursuant to the Company’s Bylaws, the presiding officer of the Annual Meeting exercised his power to adjourn the Annual Meeting with respect to the proposal to approve an amendment to the Company’s certificate of incorporation to increase the number of authorized shares of capital stock from 351,000,000 shares to 501,000,000 shares, consisting of 500,000,000 shares of common stock, par value $0.001 per share, and 1,000,000 shares of preferred stock, par value $0.001 per share (the “Certificate of Incorporation Amendment Proposal”).

The final voting results from the two proposals that were approved prior to adjournment of the Annual Meeting were as follows:

Proposal 1. To elect three Class III directors of the Company who will each serve until the 2028 Annual Meeting of Stockholders of the Company or until his successor is duly elected and qualified.


Name	Votes For	Votes Against	Abstain	Broker Non-Vote
Lawrence E. Golub	118,983,084	18,107,688	2,177,567	55,912,109
Lofton P. Holder	117,444,122	19,412,063	2,412,154	55,912,109
William M. Webster IV	108,058,398	28,846,404	2,363,537	55,912,109

Proposal 2. To ratify the selection of Ernst & Young LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2025.

The Annual Meeting will reconvene with respect to the Certificate of Incorporation Amendment Proposal at the same virtual location on February 21, 2025 at 10:00 a.m. Eastern Time.

Pursuant to the requirements of the Securities Exchange Act of 1934, Golub Capital BDC, Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


						GOLUB CAPITAL BDC, INC.

Date: February 5, 2025						By: /s/ Christopher C. Ericson
						Name: Christopher C. Ericson
						Title: Chief Financial Officer


Votes for	Votes Against	Abstain
191,468,792	1,022,042	2,689,614


Item 5.07.			Submission of Matters to a Vote of Security Holders.