0001379785-24-000047.txt : 20240701 0001379785-24-000047.hdr.sgml : 20240701 20240701161848 ACCESSION NUMBER: 0001379785-24-000047 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240629 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20240701 DATE AS OF CHANGE: 20240701 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Barings BDC, Inc. CENTRAL INDEX KEY: 0001379785 ORGANIZATION NAME: IRS NUMBER: 061798488 STATE OF INCORPORATION: NC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 814-00733 FILM NUMBER: 241090867 BUSINESS ADDRESS: STREET 1: 300 SOUTH TRYON STREET STREET 2: SUITE 2500 CITY: CHARLOTTE STATE: NC ZIP: 28202 BUSINESS PHONE: (704) 805-7200 MAIL ADDRESS: STREET 1: 300 SOUTH TRYON STREET STREET 2: SUITE 2500 CITY: CHARLOTTE STATE: NC ZIP: 28202 FORMER COMPANY: FORMER CONFORMED NAME: Triangle Capital CORP DATE OF NAME CHANGE: 20061101 8-K 1 finaproxyresults8-k.htm 8-K Document

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 29, 2024
_________________________________________________________
Barings BDC, Inc.
(Exact name of registrant as specified in its charter)
 _________________________________________________________
Maryland 814-00733 06-1798488
(State or Other Jurisdiction
of Incorporation)		 (Commission
File Number)		 (IRS Employer
Identification No.)
300 South Tryon Street, Suite 2500
Charlotte, North Carolina
28202
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (704) 805-7200
N/A
(Former name or former address, if changed since last report.)
_________________________________________________________
Securities registered pursuant to Section 12(b) of the Act:
Title of Each ClassTrading SymbolName of Each Exchange on Which Registered
Common Stock, par value $0.001 per shareBBDCThe New York Stock Exchange
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:
¨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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

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. ☐


Item 5.07. Submission of Matters to a Vote of Security Holders.
The information required by Item 5.07 contained in Item 8.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 8.01. Other Events.
As previously announced, on May 7, 2024, Barings BDC, Inc. (the “Company”) held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”). Following the stockholders’ re-election at the Annual Meeting of three Class III directors, the Company adjourned the Annual Meeting with respect to the following proposal in order to permit additional time to solicit stockholder votes for such proposal:
•Proposal No. 2 – to approve a proposal to authorize the Company, pursuant to subsequent approval of its Board of Directors, to issue and sell shares of its common stock (during the 12 months following such authorization) at a price below the Company’s then-current net asset value per share in one or more offerings, subject to certain limitations set forth in the definitive proxy statement relating to the Annual Meeting (including, without limitation, that the number of shares issued and sold pursuant to such authority does not exceed 30% of the Company’s then-outstanding common stock immediately prior to each such offering) (the “Below-NAV Share Issuance Proposal”).
On June 29, 2024, the Company’s Board of Directors voted to cancel the reconvened portion of the Annual Meeting (the “Reconvened Meeting”), which was scheduled to be held virtually on July 2, 2024 at 9:30 a.m., Eastern Time. As such, the Company will not hold the Reconvened Meeting and will not have the authority to sell shares of its common stock at a price or prices below the Company’s then-current net asset value per share as set forth in the Below-NAV Share Issuance Proposal.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.  Description
104Cover Page Interactive Data File (embedded within the Inline XBRL document)


SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 Barings BDC, Inc.
Date: July 1, 2024 By: /s/ Elizabeth A. Murray
  Elizabeth A. Murray
  Chief Financial Officer and
Chief Operating Officer