UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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.
On November 8, 2023, Goldman Sachs Middle Market Lending Corp. II (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, stockholders considered two proposals as described in the Company’s proxy statement filed on September 12, 2023. The issued and outstanding shares of stock of the Company entitled to vote at the Annual Meeting consisted of 11,734,880 shares of common stock outstanding on the record date, September 11, 2023. The final results of the voting on the matters submitted to stockholders at the Annual Meeting are set forth below.
Proposal 1: By the vote shown below, the stockholders elected the nominees for directors. Each director will serve until the 2024 annual meeting of stockholders and until his or her successor is duly elected and qualified. The election of each nominee required a majority of the votes cast by all stockholders present, virtually or by proxy, at the Annual Meeting. 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).
| Name |
Votes For | Votes Against | Abstentions | Broker Non-Votes |
||||||||||||
| Karole Dill Barkley |
3,086,253 | 120,046 | 305,776 | 2,562,549 | ||||||||||||
| Carlos E. Evans |
3,084,379 | 121,713 | 305,983 | 2,562,549 | ||||||||||||
| Tracy Grooms |
3,076,520 | 130,875 | 304,680 | 2,562,549 | ||||||||||||
| Timothy J. Leach |
3,091,960 | 110,763 | 309,352 | 2,562,549 | ||||||||||||
| Richard A. Mark |
3,078,535 | 125,270 | 308,270 | 2,562,549 | ||||||||||||
| Katherine (“Kaysie”) Uniacke |
3,067,211 | 130,610 | 314,254 | 2,562,549 | ||||||||||||
Proposal 2: The stockholders also voted on a proposal to ratify the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. Approval of Proposal 2 required a majority of the votes cast by all stockholders present, virtually or by proxy, at the Annual Meeting.
| Votes For |
Votes Against |
Abstentions | ||
| 5,840,227 | 75,728 | 158,669 |
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.
| GOLDMAN SACHS MIDDLE MARKET LENDING CORP. II | ||||||
| (Registrant) | ||||||
| Date: November 9, 2023 | By: | /s/ David Miller | ||||
| Name: | David Miller | |||||
| Title: | Co-Chief Executive Officer and Co-President | |||||
| By: | /s/ Alex Chi | |||||
| Name: | Alex Chi | |||||
| Title: | Co-Chief Executive Officer and Co-President | |||||
Document and Entity Information |
Nov. 08, 2023 |
|---|---|
| Cover [Abstract] | |
| Amendment Flag | false |
| Entity Central Index Key | 0001865174 |
| Document Type | 8-K |
| Document Period End Date | Nov. 08, 2023 |
| Entity Registrant Name | Goldman Sachs Middle Market Lending Corp. II |
| Entity Incorporation State Country Code | DE |
| Entity File Number | 814-01461 |
| Entity Tax Identification Number | 87-3643363 |
| Entity Address, Address Line One | 200 West Street |
| Entity Address, City or Town | New York |
| Entity Address, State or Province | NY |
| Entity Address, Postal Zip Code | 10282 |
| City Area Code | (312) |
| Local Phone Number | 655-4419 |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Entity Emerging Growth Company | true |
| Entity Ex Transition Period | true |
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