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): November 5, 2018 (November 2, 2018)

 

 

GOLDMAN SACHS MIDDLE MARKET LENDING CORP.

(Exact name of registrant as specified in charter)

 

 

 

Delaware   000-55746   81-2506508

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

200 West Street, New York, New York   10282
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: (212) 902-0300

 

 

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 or Rule 12b– 2 of the Securities Exchange Act of 1934.

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 2, 2018, Goldman Sachs Middle Market Lending Corp. (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 6, 2018. The issued and outstanding shares of stock of the Company entitled to vote at the Annual Meeting consisted of 29,638,926 shares of common stock outstanding on the record date, September 5, 2018. The final results of the voting on the matters submitted to stockholders at the Annual Meeting are set forth below.

Proposal I: By the vote shown below, the stockholders elected the nominees for directors. Each director will serve until the 2019 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, in person 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        

Carlos E. Evans

   3,878,653    47,898    76,764   

Richard A. Mark

   3,875,593    55,917    71,805   

Timothy J. Leach

   3,867,746    63,764    71,805   

Katherine (“Kaysie”) Uniacke

   3,895,785    36,462    71,068   

Proposal II: 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, 2018. Approval of Proposal II required a majority of the votes cast by all stockholders present, in person or by proxy, at the Annual Meeting.

 

Votes For    Votes Against    Abstentions            

17,986,438

   765,691    282,798            

 


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.

                     (Registrant)

Date: November 5, 2018

   

By:

 

/s/ Jonathan Lamm

     

Name: Jonathan Lamm

     

Title: Chief Financial Officer and Treasurer