Business Context and Reporting Period
This Form 8-K filing by Goldman Sachs BDC, Inc. reports a corporate governance event occurring on August 4, 2015, with the report filed on August 6, 2015. The filing details the election of a new member to the Board of Directors.
Financial Metrics
This filing does not contain financial statements, revenue, profit, cash flow, margin, debt, or liquidity data. It is a current report focused solely on personnel changes.
Material Changes
The primary material change is the expansion of the Board of Directors. Ross J. Kari was elected to the Board, increasing the total number of directors to six. Five of the six directors are independent. Mr. Kari is considered an independent director under New York Stock Exchange standards.
Outlook, Commentary, and Risks
Management commentary is limited to the announcement of the appointment. Mr. Kari will serve until the 2017 Annual Meeting of Stockholders or until a successor is elected. He has been appointed to the audit, compliance, compensation, contract review, and governance and nominating committees. There are no disclosed family relationships with other directors or officers, and no transactions requiring disclosure under Item 404(a) of Regulation S-K.
Compensation Arrangement: Mr. Kari will receive fees consistent with the current director compensation structure:
- Annual Fee: $110,000
- Board Meeting Fee: $2,500 plus expenses ($1,250 if telephonic)
- Committee Meeting Fee: $1,000 plus expenses ($500 if telephonic)
Key Facts for Investor Verification
- Confirmation of the new Board composition (6 total directors, 5 independent).
- Verification of Mr. Kari's specific committee assignments (Audit, Compliance, Compensation, Contract Review, Governance and Nominating).
- Review of the attached press release (Exhibit 99.1) for additional context on the appointment.
- Confirmation that no undisclosed related-party transactions exist involving the new director.