bbdc-20250311

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

(RULE 14a-101)

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES

EXCHANGE ACT OF 1934

Filed by the Registrant ý

Filed by a Party other than the Registrant ¨

Check the appropriate box:


¨	Preliminary Proxy Statement
¨	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
ý	Definitive Proxy Statement
¨	Definitive Additional Materials
¨	Soliciting Material Pursuant to Section 240.14a-12


Barings BDC, Inc.
(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
ý		No fee required.
¨		Fee paid previously with preliminary materials.
¨		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

300 South Tryon Street, Suite 2500

Charlotte, North Carolina 28202

(704) 805-7200

March 11, 2025

Dear Stockholder:

You are cordially invited to the 2025 Annual Meeting of Stockholders of Barings BDC, Inc., to be held

virtually on Thursday, May 8, 2025 at 8:30 a.m. (Eastern Time), at the following website:

www.virtualshareholdermeeting.com/BBDC2025.

The notice of Annual Meeting of Stockholders and proxy statement accompanying this letter provide an

outline of the business to be conducted at the meeting.

It is important that your shares be represented at the Annual Meeting. If you are unable to attend the meeting

virtually, I urge you to vote your shares by completing, dating and signing the enclosed proxy card and promptly

returning it in the envelope provided. If a broker or other nominee holds your shares in “street name,” your broker

has enclosed a voting instruction form, which you should use to vote those shares. The voting instruction form

indicates whether you have the option to vote those shares by telephone or by using the Internet. Your vote is

important.

Sincerely yours,

Eric Lloyd

Chief Executive Officer

& Executive Chairman

BARINGS BDC, INC.

300 South Tryon Street, Suite 2500

Charlotte, North Carolina 28202

(704) 805-7200

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held On Thursday, May 8, 2025

To the Stockholders of Barings BDC, Inc.:

The 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Barings BDC, Inc. (the “Company”)

will be held virtually on Thursday, May 8, 2025 at 8:30 a.m. (Eastern Time) at the following website:

www.virtualshareholdermeeting.com/BBDC2025. The Annual Meeting will be held in a virtual meeting format

only. You will not be able to attend the Annual Meeting in person.

You are being asked to consider and vote upon the following proposals:

1. To elect three Class I directors to serve for a three-year term and until their successors have been duly

elected and qualify (Proposal No. 1);

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 accompanying this Notice (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) (Proposal No. 2); and

3. To transact such other business as may properly come before the meeting.

We have enclosed our annual report on Form 10-K for the year ended December 31, 2024, proxy statement

and a proxy card.

Our Board of Directors has fixed the close of business on March 7, 2025, as the record date for the

determination of stockholders entitled to notice of and to vote at the Annual Meeting and at any adjournment or

postponement thereof. We intend to mail these materials on or about March 11, 2025, to all stockholders of record

entitled to vote at the Annual Meeting.

Each Company stockholder is invited to attend the Annual Meeting virtually. You or your proxyholder will be

able to attend the Annual Meeting online, vote and submit questions by visiting

www.virtualshareholdermeeting.com/BBDC2025 and using a control number assigned by Broadridge Financial

Solutions, Inc. (“Broadridge”). Please see "How To Participate in the Annual Meeting" in the accompanying proxy

statement for more information.

Whether or not you expect to be present at the virtual Annual Meeting, please sign the enclosed proxy card

and return it promptly in the self-addressed envelope provided. Instructions are shown on the proxy card. If a broker

or other nominee holds your shares in “street name,” that is they are registered in the name of your broker, bank,

trustee or other nominee, you should have received a notice containing voting instructions from your nominee rather

than from us. You should follow the voting instructions in the notice to ensure that your vote is counted. The voting

instruction form indicates whether you have the option to vote those shares by telephone or by using the Internet.

Your vote is extremely important to the Company. In the event there are not sufficient votes for a quorum or

to approve or ratify any of the foregoing proposals at the time of the Annual Meeting, the Annual Meeting may be

adjourned in order to permit further solicitation of proxies by the Company.

OUR BOARD OF DIRECTORS INCLUDING EACH OF THE INDEPENDENT DIRECTORS,

UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR" EACH OF THE PROPOSALS.

If you have additional questions and you are a Barings BDC, Inc., stockholder you may contact the

Company’s Investor Relations department at 1-888-401-1088, or by email at BDCinvestorrelations@barings.com.

You may also contact Broadridge, the Company's proxy solicitor, toll-free at 1-877-777-4652 for directions on how

to attend the Annual Meeting virtually and how to vote during the virtual meeting.

By order of the Board of Directors,

Alexandra Pacini

Secretary, Barings BDC, Inc.

Charlotte, North Carolina

March 11, 2025

This is an important Annual Meeting. To ensure proper representation at the Annual Meeting, please

complete, sign, date and return the proxy card in the enclosed, self-addressed envelope, or vote your shares

electronically via the Internet or by telephone. Please see the enclosed proxy statement and the enclosed proxy

card for details about electronic voting. Even if you vote your shares prior to this Annual Meeting, you still

may attend the meeting and vote your shares electronically via the live webcast if you wish to change your

vote.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to

Be Held on Thursday, May 8, 2025:

Our notice of the Annual Meeting, proxy statement, and annual report on Form 10-K for the year ended

December 31, 2024 are available on the Internet at https://materials.proxyvote.com/06759L.

The following information applicable to the Annual Meeting may be found in the notice of the Annual Meeting,

proxy statement and accompanying proxy card:

▪The date, time and location of the meeting;

▪A list of the matters intended to be acted on and our Board of Directors' recommendations regarding those

matters;

▪Any control/identification numbers that you need to access your proxy card; and

▪Information on how to obtain directions to attend the Annual Meeting electronically via the live webcast.

BARINGS BDC, INC.

300 South Tryon Street, Suite 2500

Charlotte, North Carolina 28202

(704) 805-7200

PROXY STATEMENT

2025 Annual Meeting of Stockholders

This proxy statement is furnished in connection with the solicitation of proxies by the Board of Directors (the

“Board of Directors” or the “Board”) of Barings BDC, Inc. (the “Company,” “Barings BDC,” “we,” “us” or “our”)

for use at our 2025 Annual Meeting of Stockholders to be held virtually on Thursday, May 8, 2025 at 8:30 a.m.

(Eastern Time) at the following website: www.virtualshareholdermeeting.com/BBDC2025, and at any postponement

or adjournment thereof (the “Annual Meeting”). The Notice of Annual Meeting, this proxy statement, the

accompanying proxy card and our Annual Report for the fiscal year ended December 31, 2024, which includes

audited financial statements for the year ended December 31, 2024, are first being released on or about March 11,

2025 to the Company's stockholders of record as of the close of business on March 7, 2025.

We encourage you to access the Annual Meeting prior to the start time. The live webcast will begin promptly at 8:30

a.m. (Eastern Time) on Thursday, May 8, 2025. We will have technicians ready to assist you with any technical

difficulties you may have accessing the live webcast. Technical support will be available on the meeting website

starting approximately 8:15 a.m. (Eastern Time) and will remain available until the Annual Meeting has finished.

The virtual meeting platform is fully supported across browsers and devices running the most updated version of

applicable software and plugins. Participants should ensure that they have a strong WiFi connection if they intend to

participate in the Annual Meeting. Participants should also give themselves plenty of time to log in and ensure that

they can hear audio prior to the start of the Annual Meeting. Please see “How to Participate in the Annual Meeting”

below for additional details.

We encourage you to vote your shares, either by voting electronically via the live webcast of the Annual Meeting or

by granting a proxy (i.e., authorizing someone to vote your shares). If you properly sign, date and mail the

accompanying proxy card or authorize your proxy by telephone or through the Internet, and the Company receives it

in time for voting at the Annual Meeting, the persons named as proxies will vote your shares in the manner that you

specify. If you give no instructions on the proxy card you execute, the shares covered by the proxy card will be

voted “FOR” the election of the nominees as directors and "FOR" the proposal to authorize the Company,

with the 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 its then-current net asset value per share in one

or more offerings, subject to certain limitations set forth herein (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). If any other business is brought before

the Annual Meeting, your votes will be cast at the discretion of the proxy holders, subject to applicable

Securities and Exchange Commission (“SEC”) rules.

Any stockholder “of record” (i.e., stockholders holding shares directly in their name) giving a valid proxy for the

Annual Meeting may revoke it before it is exercised by giving a later-dated properly executed proxy, by giving

notice of revocation to the Company's Secretary in writing before the Annual Meeting or by voting electronically via

the live webcast of the Annual Meeting. However, the mere presence of the stockholder at the Annual Meeting does

not revoke the proxy. Any stockholder of record attending the Annual Meeting virtually by live webcast may vote

electronically whether or not he or she has previously authorized his or her shares to be voted by proxy.

If your shares are registered in the name of a bank, brokerage firm or other nominee, you will receive instructions

from your bank, broker, or other nominee that you must follow in order to instruct how your shares are to be voted at

the Annual Meeting. If your shares are registered in the name of a bank, brokerage firm or other nominee, to revoke

any voting instructions prior to the time the vote is taken at the Annual Meeting, you must contact such broker, bank

or other institution or nominee to determine how to revoke your vote in accordance with its policies a sufficient time

in advance of the Annual Meeting. Unless revoked as stated above, the shares of common stock represented by valid

proxies will be voted on all matters to be acted upon at the Annual Meeting.

If you want to submit a question during the Annual Meeting, log into the live webcast at

www.virtualshareholdermeeting.com/BBDC2025, type your question into the “Ask a Question” field, and click

“Submit.”

Only questions submitted via the live webcast that are pertinent to Annual Meeting matters will be answered during

the Annual Meeting, subject to time constraints. Questions or comments that are not related to the proposals under

discussion, are about personal concerns not shared by stockholders generally, or use blatantly offensive language

may be ruled out of order. Additionally, the Company may not be able to answer multiple questions submitted by

the same stockholder. The Company intends to post and answer questions pertinent to the Annual Meeting matters

that cannot be answered during the Annual Meeting due to time constraints online at the Company’s website at

https://ir.barings.com/annual-shareholder-meeting-materials. The questions and answers will be available as soon as

practicable after the Annual Meeting and will remain available until one week after posting.

PURPOSE OF ANNUAL MEETING

At the Annual Meeting, you will be asked to consider and vote on the following proposals:

1.To elect three Class I directors to serve for a three-year term and until their successors have been duly

elected and qualify (Proposal No. 1);

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 herein (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) (Proposal No. 2); and

3.To transact such other business as may properly come before the meeting, or any postponement or

adjournment thereof.

The Board of Directors is not aware of any matter to be presented for action at the Annual Meeting other than the

matters set forth herein. Should any other matter requiring a vote of stockholders arise, it is the intention of the

persons named in the proxy to vote in accordance with their discretion on such matters. Stockholders have no

dissenters' or appraisal rights in connection with any of the proposals described herein.

Adjournment and Additional Solicitation

If there appear to be insufficient votes to obtain a quorum at the Annual Meeting, the chairman of the meeting may

adjourn the Annual Meeting to a later date or the stockholders who are represented in person (electronically via the

live webcast) or by proxy may vote to adjourn the Annual Meeting to permit further solicitation of proxies. If

adjournment is submitted to the stockholders for approval, the designated Company proxy holders will vote proxies

held by each of them for such adjournment to permit the further solicitation of proxies. Approval of any proposal to

adjourn the Annual Meeting submitted to the stockholders for approval requires the affirmative vote of a majority of

the votes cast on the proposal.

A stockholder vote may be taken on any of the proposals in this Proxy Statement prior to any such adjournment if

there are sufficient votes for approval of such proposal.

VOTING SECURITIES

You may vote at the Annual Meeting only if you were a holder of record of the Company's common stock at the

close of business on March 7, 2025 or if you hold a valid proxy from a stockholder of record as of such record date.

As of March 7, 2025, there were 105,408,938 shares of the Company's common stock outstanding. Each share of

common stock is entitled to one vote on each matter submitted to a vote at the Annual Meeting. Stockholders do not

have the right to cumulate votes in the election of directors.

QUORUM REQUIRED

A quorum must be present at the Annual Meeting for any business to be conducted. The presence at the Annual

Meeting, electronically via the live webcast or by proxy, of the holders of shares of common stock of the Company

entitled to cast a majority of the votes entitled to be cast as of the record date of March 7, 2025 will constitute a

quorum for the purposes of the Annual Meeting. If there are not sufficient votes for a quorum or to approve or ratify

any of the foregoing proposals at the time of the Annual Meeting, the chairman of the meeting may adjourn the

Annual Meeting in order to permit further solicitation of proxies by the Company.

Abstentions and broker non-votes, if any, will be treated as shares present for the purpose of determining a quorum

for the Annual Meeting. A “broker non-vote” with respect to a matter occurs when a broker, bank or other institution

or nominee holding shares on behalf of a beneficial owner returns a proxy but has not provided voting instructions

because it has not received voting instructions from the beneficial owner on a particular proposal and does not have,

or chooses not to exercise, discretionary authority to vote the shares on such proposals. If a stockholder does not

vote electronically via the live webcast or does not submit voting instructions to its broker, bank or other nominee,

the broker, bank or other nominee will only be permitted to vote the stockholder’s shares on “routine” proposals.

There are no “routine” proposals at the Annual Meeting. Therefore, the Company does not expect to receive any

broker non-votes at the Annual Meeting.

VOTES REQUIRED

Proposal No. 1

You may vote “For” or “Against” or abstain from voting on Proposal No. 1 (to elect three Class I directors to serve

for a term of three years, and until their successors are duly elected and qualify). For nominees for director listed in

Proposal No. 1 to be elected, each director nominee requires a majority of the votes cast for his or her election,

which means that each director nominee must receive more votes cast “FOR” than “AGAINST” that director

nominee. For purposes of the vote on this proposal, abstentions and broker non-votes, if any, will not be counted as

votes cast and will have no effect on the result of the vote, although they will be considered present for the purpose

of determining the presence of a quorum. If an incumbent director nominee does not receive the required number of

votes for re-election, then under Maryland law, he or she will continue to serve as a director of the Company until

his or her successor is duly elected and qualifies, subject to the Company's corporate governance guidelines

discussed further below.

Proposal No. 2

You may vote “For” or “Against” or abstain from voting on Proposal No. 2 (to authorize the Company, with the

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 its then-current net asset value per share in one or more offerings,

subject to certain limitations set forth herein (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)). To be approved, Proposal No. 2 must receive “FOR” votes from each of the following:

(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

Proposal No. 2, the Investment Company Act of 1940, as amended (the “1940 Act”), 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

virtually or represented by proxy; or (2) more than 50% of the outstanding voting securities of the Company. For

purposes of the vote on Proposal No. 2, abstentions and broker non-votes, if any, will have the effect of votes cast

against the proposal.

HOW TO PARTICIPATE IN THE ANNUAL MEETING

The Annual Meeting will be conducted virtually, on Thursday, May 8, 2025 at 8:30 a.m. (Eastern Time) via live

webcast.

Stockholders of record can participate in the Annual Meeting virtually by logging in to

www.virtualshareholdermeeting.com/BBDC2025 and following the instructions provided. We recommend that you

registered stockholders as of March 7, 2025, the record date for the Annual Meeting, may submit questions and vote

at the Annual Meeting. You may still virtually participate in the Annual Meeting if you vote by proxy in advance of

the Annual Meeting.

Upon written request from a stockholder of record as of the record date, the Company's legal counsel, Dechert LLP,

will stream the webcast live at its offices located at 1900 K Street NW, Washington, DC 20006. Please note that no

members of the Company's management or the Board will be in attendance at this location. If you wish to attend the

Annual Meeting via webcast at the Washington, DC offices of Dechert LLP, please submit a written request to

Barings BDC, Inc., Attention: Corporate Secretary, 300 South Tryon Street, Suite 2500, Charlotte, NC 28202, to be

received no later than May 1, 2025. Your written request must include your name as stockholder of record and the

number of shares of the Company’s common stock you hold.

Please note that if you hold your shares through a bank, broker or other nominee (i.e., in street name), you may be

able to authorize your proxy by telephone or the Internet, as well as by mail. You should follow the instructions you

receive from your bank, broker or other nominee to vote these shares. Also, if you hold your shares in street name,

you must obtain a proxy executed in your favor from your bank, broker or nominee to be able to participate in and

vote via the Annual Meeting webcast.

The location, means, or other details of attending the webcast of the Annual Meeting at Dechert LLP's

Washington, DC offices may change. In the event of such a change, and if a stockholder of record has

requested to attend the meeting via webcast at Dechert LLP's Washington, DC offices, the Company will

issue a press release announcing the change and file the announcement on the SEC's EDGAR system, along

with other steps, but may not deliver additional soliciting materials to stockholders or otherwise amend the

proxy materials. The Company plans to announce these changes, if any, at https://ir.barings.com/, and

encourages you to check the “Investor Relations” and “Latest News” sections of this website prior to the

Annual Meeting if you plan to attend the webcast at the Washington, DC offices of Dechert LLP.

INFORMATION REGARDING THIS SOLICITATION

The Company will bear the cost of solicitation of proxies in the form accompanying this statement. Proxies will be

solicited by mail or by requesting brokers and other custodians, nominees and fiduciaries to forward proxy soliciting

material to the beneficial owners of shares of common stock held of record by such brokers, custodians, nominees

and fiduciaries, each of whom the Company will reimburse for its expenses in so doing. In addition to the use of

mail, directors, officers and regular employees of Barings LLC, the Company’s external investment adviser

(“Barings” or the “Adviser”), without special compensation therefor, may solicit proxies personally or by telephone,

electronic mail, facsimile or other electronic means from stockholders. The address of Barings LLC is 300 South

Tryon Street, Suite 2500, Charlotte, NC 28202.

The Company has engaged the services of Broadridge Financial Solutions, Inc. ("Broadridge") for the purpose of

assisting in the solicitation of proxies at an anticipated cost of approximately $54,000 plus reimbursement of certain

expenses and fees for additional services requested. We may also reimburse brokerage firms, banks and other agents

for the cost of forwarding proxy materials to beneficial owners and obtaining your voting instructions. Please note

that Broadridge may solicit stockholder proxies by telephone on behalf of the Company. They will not attempt to

influence how you vote your shares, but only ask that you take the time to authorize your proxy. You may also be

asked if you would like to authorize your proxy over the telephone and to have your voting instructions transmitted

to the Company’s proxy tabulation firm.

Stockholders may authorize proxies and provide their voting instructions through the Internet, by telephone, or by

mail by following the instructions on the proxy card. These options require stockholders to input the Control

Number, which is provided on the proxy card. If you authorize a proxy using the Internet, after visiting

www.proxyvote.com and inputting your Control Number, you will be prompted to provide your voting instructions.

Stockholders will have an opportunity to review their voting instructions and make any necessary changes before

submitting their voting instructions and terminating their Internet link. Stockholders who authorize a proxy via the

Internet, in addition to confirming their voting instructions prior to submission, will, upon request, receive an e-mail

confirming their instructions.

If a stockholder wishes to participate in the Annual Meeting but does not wish to authorize his, her or its proxy by

telephone or Internet, the stockholder may authorize a proxy by mail by completing and executing the

accompanying proxy card and returning it in the postage-paid envelope, or they may attend the Annual Meeting via

live webcast.

YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL

MEETING VIRTUALLY, PLEASE PROMPTLY VOTE YOUR SHARES EITHER BY MAIL, BY

TELEPHONE, OR VIA THE INTERNET.

PROPOSAL NO. 1

ELECTION OF DIRECTORS

The Board of Directors is currently comprised of nine Directors divided into three (3) classes, with terms expiring in

2025, 2026 and 2027. The term of office of Class I Directors ends on the date of the Annual Meeting (or on the date

their respective successors are elected and qualify, if later).

The three Class I Directors of the Company—Eric Lloyd, Mark F. Mulhern, and Robert Knapp—have each been

nominated by the Board of Directors (upon the recommendation of the Nominating and Corporate Governance

Committee) for election for a three-year term expiring in 2028. No person being nominated as a Class I Director is

being proposed for election pursuant to any agreement or understanding between such person, on the one hand, and

the Company or any other person or entity, on the other hand. Each nominee for Class I Director has agreed to serve

as a director if elected and has consented to be named as a nominee.

Pursuant to the Company's Seventh Amended and Restated Bylaws (the “Bylaws”), a nominee for director is elected

to the Board of Directors if the number of votes cast for such nominee’s election exceed the number of votes cast

against such nominee’s election. Pursuant to the Company's corporate governance guidelines, incumbent directors

must agree to tender their resignation if they fail to receive the required number of votes for re-election, and in such

event the Board of Directors will act within 90 days following certification of the stockholder vote to determine

whether to accept the director’s resignation. These procedures are described in more detail in the Company's

corporate governance guidelines, which are available under “Governance Documents” on the Investor Relations

section of the Company's website at https://ir.barings.com/governancedocs. The Board of Directors may consider

any factors it deems relevant in deciding whether to accept a director’s resignation. If a director’s resignation offer is

not accepted by the Board of Directors, the Company expects that such director would continue to serve until his or

her successor is duly elected and qualifies, or until the director’s earlier death, resignation, or removal. Any such

director will be eligible for nomination for election as a director at future Annual Meetings.

The Board of Directors recommends that you vote “FOR” the election of each of the nominees named in this

proxy statement.

In the absence of instructions to the contrary, it is the intention of the persons named as proxies to vote such

proxy for the election of the nominees named below. If any such nominee should decline or be unable to serve

as a director, it is intended that the proxy will be voted for the election of such person who is nominated as a

replacement. The Board of Directors has no reason to believe that the nominees named below will be unable

or unwilling to serve.

Information about the Nominees for Director and Other Directors

The following chart summarizes the professional experience and additional considerations that contributed to the

Nominating and Corporate Governance Committee’s and the Board of Directors’ conclusion that each nominee for

Director and other Director should serve on the Board of Directors. The term “Fund Complex” included in the

director biographies included in this proxy statement includes the Company, Barings Capital Investment Corporation

(“BCIC”) (a non-listed business development company), Barings Private Credit Corporation (“BPCC”) (a

perpetually offered non-listed business development company), Barings Global Short Duration High Yield Fund (a

closed-end fund (NYSE: BGH)), Barings Corporate Investors (a closed-end fund (NYSE: MCI)), and Barings

Participation Investors (a closed-end fund (NYSE: MPV)). The director information in the following chart is

organized by class and, within each class, by “Interested Directors” and “Non-Interested Directors.” “Interested

Directors” are “interested persons,” as defined in Section 2(a)(19) of the 1940 Act, of the Company.

NOMINEES FOR CLASS I DIRECTORS


Name, Address and Age(1)	Position(s) Held with Company	Term and Length of Time Served	Principal Occupations During Past 5 Years	Number of Portfolios Overseen in Fund Complex (2)	Other Directorships of Public or Registered Investment Companies Held by Director or Nominee for Director During Past 5 Years
Interested Director
Eric Lloyd(3) (56)	Chief Executive Officer and Executive Chairman of the Board of Directors	Class I

SEC Form DEF 14A filed by Barings BDC Inc.