Golub Capital BDC (NASDAQ: GBDC) reports 2026 shareholder vote results

Rhea-AI Filing Summary

Golub Capital BDC, Inc. reported the results of its annual stockholder meeting held on February 2, 2026. Stockholders were entitled to vote 263,467,541 shares of common stock as of the record date of December 5, 2025.

Stockholders elected two Class I directors to serve until the 2029 annual meeting. David B. Golub received 74,678,734 votes for, 19,492,055 against, and 475,775 abstentions, while Anita J. Rival received 63,198,329 votes for, 30,955,348 against, and 492,887 abstentions, with 77,799,250 broker non-votes for each.

Stockholders also ratified Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending September 30, 2026, with 169,814,035 votes for, 595,722 against, and 2,036,057 abstentions.

8-K Event Classification

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

1 item

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

Results of a shareholder vote on proposals at an annual or special meeting.

Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): February 2, 2026

GOLUB CAPITAL BDC, INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware

814-00794

27-2326940

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)

__ 200 Park Avenue, 25th Floor, New York, NY 10166_ _

                (Address of Principal Executive Offices)          (Zip Code)

Registrant’s telephone number, including area code: (212) 750-6060

(Former Name or Former Address, if Changed Since Last Report)

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))

Securities registered pursuant to Section 12(b) of the Act:

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.

    Emerging growth company o

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

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

On February 2, 2026, Golub Capital BDC, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting the Company’s stockholders approved two proposals. The issued and outstanding shares of stock of the Company entitled to vote at the Annual Meeting consisted of 263,467,541 shares of common stock outstanding on the record date, December 5, 2025. The final voting results from the Annual Meeting were as follows:

Proposal 1. To elect two Class I directors of the Company who will each serve until the 2029 Annual Meeting of Stockholders of the Company or until his or her successor is duly elected and qualified.

Name			Votes For			Votes Against			Abstain			Broker Non-Vote
David B. Golub			74,678,734			19,492,055			475,775			77,799,250
Anita J. Rival			63,198,329			30,955,348			492,887			77,799,250

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, 2026.

Votes for			Votes Against			Abstain
169,814,035			595,722			2,036,057

SIGNATURES

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, 2026						By:     /s/ Christopher C. Ericson
						Name:     Christopher C. Ericson
						Title:     Chief Financial Officer

FAQ

What did Golub Capital BDC (GBDC) stockholders approve at the 2026 annual meeting?

Stockholders approved two proposals: the election of two Class I directors and the ratification of Ernst & Young LLP as independent auditor for the fiscal year ending September 30, 2026, based on the voting results disclosed.

Which directors were elected at Golub Capital BDC’s 2026 annual meeting and for how long?

Stockholders elected David B. Golub and Anita J. Rival as Class I directors. Each will serve until the company’s 2029 annual meeting of stockholders or until a successor is duly elected and qualified, according to the disclosed voting results.

How many shares were entitled to vote at Golub Capital BDC’s 2026 annual meeting?

The company reported that 263,467,541 shares of common stock were issued, outstanding, and entitled to vote as of the record date, December 5, 2025. These shares formed the basis for the voting at the February 2, 2026 annual meeting.

What were the detailed vote results for David B. Golub’s election to the board of GBDC?

For director David B. Golub, stockholders cast 74,678,734 votes for, 19,492,055 votes against, and 475,775 abstentions, with 77,799,250 broker non-votes. These results were sufficient for his election as a Class I director through the 2029 annual meeting.

What were the vote totals for ratifying Ernst & Young LLP as GBDC’s auditor?

Stockholders cast 169,814,035 votes for ratifying Ernst & Young LLP, 595,722 votes against, and 2,036,057 abstentions. This outcome approved Ernst & Young LLP as the company’s independent registered public accounting firm for the fiscal year ending September 30, 2026.

How did votes for Anita J. Rival compare in Golub Capital BDC’s director election?

For Anita J. Rival, stockholders cast 63,198,329 votes for, 30,955,348 votes against, and 492,887 abstentions, plus 77,799,250 broker non-votes. These results confirmed her election as a Class I director, with a term running until the 2029 annual meeting.