Goldman Sachs Middle Market Lending 8-K Submission of Matters to a Vote of Security Holders

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM8-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 12, 2019 (November 8, 2019)

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 Form8-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 Rule14a-12 under the Exchange Act (17 CFR240.14a-12)

☐    Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c))

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	None	None

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 8, 2019, 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 11, 2019. The issued and outstanding shares of stock of the Company entitled to vote at the Annual Meeting consisted of 49,470,257 shares of common stock outstanding on the record date, September 9, 2019. 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 2020 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 “brokernon-votes” not counted as a vote cast either “for” or “against” that director’s election).

Name	Votes For		Votes Against	Abstentions
Carlos E. Evans		6,382,424	90,746	82,503
Richard A. Mark		5,717,513	751,120	87,040
Timothy J. Leach		6,377,654	95,517	82,502
Katherine (“Kaysie”) Uniacke		6,309,034	171,548	75,091

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, 2019. 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
28,664,251	1,292,947	240,233

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 12, 2019	By:	/s/ Jonathan Lamm
		Name: Jonathan Lamm
		Title: Chief Financial Officer and Treasurer