Item 5.07. Submission of Matters to a Vote of Security Holders. Set forth below are descriptions of the matters voted on at the 2021 Annual Meeting of Stockholders (the "Annual Meeting") of Barings BDC, Inc. (the "Company"), held today, Thursday, May 20, 2021, and the final voting results: Proposal 1 - Election of Directors The following individuals, constituting all of the nominees named in the Company's Proxy Statement relating to the Annual Meeting, as filed with the Securities and Exchange Commission on March 26, 2021 (the "Proxy Statement"), were each elected as a Class III director to serve until the Company's 2024 annual meeting of stockholders and until his or her respective successor has been duly elected and qualified. The following votes were taken in connection with this proposal:



                                                                          Broker
Director                 For            Against           Abstain        Non-Votes
David Mihalick       44,893,322          883,539        105,393              -
Thomas W. Okel       37,418,462        8,356,207        107,585
Jill Olmstead        37,455,756        8,324,300        102,198              -

Proposal 2 - Approval to Sell Shares of Common Stock Below Net Asset Value Stockholders approved 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 twelve 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), based on the following votes:



All stockholders:
                  For           Against        Abstain      Broker Non-Votes
              42,314,944     3,342,106       225,204                 -

This proposal was also approved by the Company's non-affiliated stockholders by a vote of 28,573,273 shares for, and 3,342,106 shares against, with 225,204 shares abstaining and no broker non-votes. The number of votes cast in favor of this proposal represents both (1) a majority of the outstanding shares of the Company's common stock; and (2) a majority of the outstanding shares of the Company's 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 Annual 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.

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