Submission of Matters to a Vote of Security Holders.

On December 23, 2020, the Company held the Special Meeting, where the Company's stockholders approved four proposals. The issued and outstanding shares of Company Common Stock entitled to vote at the Special Meeting consisted of 47,961,753 shares outstanding on the record date, October 29, 2020. The final voting results from the Special Meeting were as follows:

Proposal 1:

To approve the issuance of shares of Company Common Stock pursuant to the Merger Agreement.



   For     Against Abstain
34,812,470 435,943 113,279



Proposal 2:

To approve the issuance of shares of Company Common Stock pursuant to the Merger Agreement at a price below its then-current net asset value per share, if applicable.



All stockholders:

   For      Against  Abstain
34,037,555 1,224,825 99,312

This proposal was also approved by the Company's non-affiliated stockholders by a vote of 17,102,931 shares for, and 1,081,459 shares against, with 88,212 shares abstaining.

The number of votes cast in favor of this proposal represents both (1) a majority of the outstanding shares of Company Common Stock; and (2) a majority of the outstanding shares of Company Common Stock that are not held by affiliated persons of the Company. For purposes of this proposal, the Investment Company Act of 1940, as amended, defines a "majority of the outstanding shares" as the vote of the lesser of: (1) 67% or more of the voting securities of the Company present at the Special Meeting, if the holders of more than 50% of the outstanding voting securities of the Company are present or represented by proxy; or (2) more than 50% of the outstanding voting securities of the Company. -------------------------------------------------------------------------------- Proposal 3:

To approve the New Barings BDC Advisory Agreement between the Company and the Adviser.



   For     Against Abstain
34,851,168 384,555 125,969



Proposal 4:

To approve the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies, in the event that there were insufficient votes at the time of the Special Meeting to approve Proposal 1, Proposal 2 or Proposal 3.



   For     Against Abstain
34,446,242 814,297 101,153



Item 7.01.
Regulation FD Disclosure.

On December 23, 2020, the Company issued a press release announcing the completion of the transactions contemplated by the Merger Agreement. A copy of the press release is attached as Exhibit 99.1 hereto.

The information furnished pursuant to this Item 7.01, including the related exhibit, shall not be deemed "filed" for purposes of the Exchange Act or otherwise subject to the liabilities of such section, nor shall such information or exhibits be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing by the Company with the SEC. -------------------------------------------------------------------------------- Item 9.01.

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