Item 2.02. Results of Operations and Financial Condition.

On May 5, 2022, Barings BDC, Inc. (the "Company" or "Barings BDC") issued a press release announcing its financial results for the quarter ended March 31, 2022. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information in this Item 2.02 of this Current Report on Form 8-K, and Exhibit 99.1 attached hereto, is being furnished by the Company in satisfaction of the public disclosure requirements of Item 2.02 of Form 8-K.

In accordance with General Instruction B.2 of Form 8-K, the information included in this Item 2.02 and Exhibit 99.1 attached hereto shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section, nor shall such information be deemed incorporated by reference into any filing made by the Company under the Exchange Act or the Securities Act of 1933, as amended.

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

The Company held its 2022 Annual Meeting of Stockholders (the "Annual Meeting") on May 5, 2022. Stockholders were asked to consider and act upon the following proposals, each of which was described in the Company's definitive proxy statement filed with the Securities and Exchange Commission (the "SEC") on March 11, 2022 (the "Proxy Statement"):

•Proposal No. 1 - to elect three Class I directors to serve for a three-year term and until their successors have been duly elected and qualify (the "Director Election Proposal"); and

•Proposal No. 2 - to approve a proposal to authorize the Company, pursuant to subsequent approval of its Board of Directors, to issue and sell shares of its common stock (during the 12 months following such authorization) at a price below the Company's then-current net asset value per share in one or more offerings, subject to certain limitations set forth in the Proxy Statement (including, without limitation, that the number of shares issued and sold pursuant to such authority does not exceed 30% of the Company's then-outstanding common stock immediately prior to each such offering) (the "Below-NAV Share Issuance Proposal").

All director nominees listed in the Director Election Proposal were elected by the Company's stockholders at the Annual Meeting as Class I directors to serve until the Company's 2025 annual meeting of stockholders and until their successors have been duly elected and qualified. The final voting results for each director nominee are set forth below:



Director                    For              Against            Abstain       Broker Non-Votes
Eric Lloyd              53,194,879        2,312,550          1,014,588                 -
Mark F. Mulhern         46,071,255        9,426,386          1,024,376                 -
Robert Knapp            47,421,360        8,048,436          1,052,221                 -

On May 5, 2022, the Company adjourned the Annual Meeting with respect to the Below-NAV Share Issuance Proposal to permit additional time to solicit stockholder votes for such proposal. The reconvened meeting (the "Reconvened Meeting") will be held virtually on June 30, 2022 at 9:30 a.m., Eastern Time, at the following website: www.virtualshareholdermeeting.com/BBDC2022. Valid proxies submitted prior to the Annual Meeting will continue to be valid for the Reconvened Meeting, unless properly changed or revoked prior to votes being taken at the Reconvened Meeting. The record date of March 7, 2022 will remain the same for the Reconvened Meeting.

Item 9.01. Financial Statements and Exhibits.



(d) Exhibits

Exhibit
No.             Description
99.1              Press Release, dated May     5    , 202  2

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