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

On February 24, 2022, Barings BDC, Inc., a Maryland corporation (the "Company"), held a special meeting of stockholders (the "Special Meeting"), where the Company's stockholders approved two proposals. The issued and outstanding shares of Company Common Stock entitled to vote at the Special Meeting consisted of 65,316,085 shares outstanding on the record date, December 27, 2021. The final voting results from the Special Meeting were as follows:

Proposal 1:

To approve the issuance of shares of the Company common stock, par value $0.001 per share (the "Company Common Stock"), pursuant to the Agreement and Plan of Merger, dated as of September 21, 2021 (the "Merger Agreement"), with Mercury Acquisition Sub, Inc., a Maryland corporation and a direct wholly owned subsidiary of the Company, Sierra Income Corporation, a Maryland corporation, and Barings LLC, a Delaware limited liability company and the investment adviser of the Company.



   For       Against   Abstain
41,484,169   588,782   207,462



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
38,517,161   3,571,948   191,304

This proposal was also approved by the Company's non-affiliated stockholders by a vote of 24,432,316 shares for, and 3,571,948 shares against, with 191,304 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:

Stockholder action on a third proposal, 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 or Proposal 2, was not required and no vote was taken on such proposal.

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