Kayne Anderson BDC, Inc.

DEF 14A 1 ea0204347-01.htm PROXY STATEMENT

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

(Amendment No. )

Check the appropriate box:

KAYNE ANDERSON BDC, INC.

KAYNE DL 2021, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Kayne Anderson BDC, Inc.

April 26, 2024

Dear Fellow Stockholder:

You are cordially invited to attend the virtual combined 2024 Annual Meeting (the “Annual Meeting” or the “Meeting”) of Stockholders of Kayne Anderson BDC, Inc. and Kayne DL 2021, Inc. (each, a “Company” and collectively, the “Companies”) to be held on June 14, 2024, at 1:00 p.m. Central Time. The Annual Meeting will be held in a virtual meeting format only. Stockholders will not be able to attend the Meeting in person.

For each Company, you will be asked to (i) elect directors of the Company and (ii) ratify PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for its fiscal year ending December 31, 2024.

Enclosed with this letter are (i) answers to questions you may have about the proposals, (ii) the formal notice of the Meeting, and (iii) the proxy statement, which gives detailed information about the proposals and why the Board of Directors of each Company recommends that you vote to approve them.

The close of business on April 3, 2024, has been fixed as the record date (“Record Date”) for the determination of stockholders entitled to notice of and to vote at the Meeting and any adjournments or postponements thereof. The Companies have elected to provide access to their proxy materials to certain of their stockholders over the internet under the U.S. Securities and Exchange Commission’s “notice and access” rules. On or about May 6, 2024, each Company intends to mail a Notice of Internet Availability of Proxy Materials containing instructions on how to access the proxy statement and annual report on Form 10-K for the year ended December 31, 2023 (the “Annual Report”), and how to submit proxies over the internet or by telephone. The Notice of Internet Availability of Proxy Materials also contains instructions on how you can elect to receive a printed copy of the proxy statement, proxy card and Annual Report. Each Company believes that providing its proxy materials over the internet will expedite stockholders’ receipt of proxy materials, lower the costs associated with the Annual Meeting and conserve resources.

If you are a stockholder of record of either Company (shares are held in your name as reflected in either Company’s records), it is important that your shares be represented at the Annual Meeting. If you are unable to attend the Annual Meeting, we encourage you to vote your proxy on the internet or by telephone by following the instructions provided on the Notice of Internet Availability of Proxy Materials. If you are a stockholder of record of either Company, and wish to attend and vote at the Annual Meeting, please send an email including your full name and address to EQ at attendameeting@equiniti.com with “Kayne Anderson virtual meeting” in the subject line. EQ will then email you the virtual meeting access information and instructions for voting during the Annual Meeting.

The Annual Meeting will begin promptly at 1:00 p.m. Central Time. Stockholders are encouraged to access the Meeting prior to the 1:00 p.m. start time.

KAYNE ANDERSON BDC, INC. (“KBDC”)

KAYNE DL 2021, INC. (“KDL”)

ANSWERS TO SOME IMPORTANT QUESTIONS

Q. WHAT AM I BEING ASKED TO VOTE “FOR” ON THIS PROXY?

A. This proxy contains the following proposals for each Company:

• Proposal One — to elect two directors for KDL and two directors for KBDC, to serve until each Company’s 2027 Annual Meeting of Stockholders and until their successors are duly elected and qualified.

• Proposal Two — to ratify the selection of PricewaterhouseCoopers LLP as each Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.

Q. HOW DOES THE BOARD OF DIRECTORS SUGGEST THAT I VOTE?

A. The Board of Directors of each Company unanimously recommends that you vote “FOR” all proposals on the enclosed proxy card.

Q. HOW CAN I VOTE?

A. Voting is quick and easy. You may vote your shares via the internet or by telephone (for internet and telephone voting, please follow the instructions on the proxy ballot). You may also vote during the meeting if you are able to attend the virtual meeting. However, even if you plan to attend the meeting, we urge you to cast your vote early. That will ensure your vote is counted should your plans change.

This information summarizes information that is included in more

detail in the proxy statement. We urge you to read the proxy statement carefully.

KAYNE ANDERSON BDC, INC. (“KBDC”)

KAYNE DL 2021, INC. (“KDL”)

NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS

NOTICE IS HEREBY GIVEN that the combined virtual 2024 Annual Meeting of Stockholders of Kayne Anderson BDC, Inc. and Kayne DL 2021, Inc., each a Delaware corporation (each a “Company” and collectively, the “Companies”), will be held on June 14, 2024, at 1:00 p.m. Central Time for the following purposes:

1. For both Companies: To elect directors of the Company to hold office until the 2027 Annual Meeting of Stockholders and until his or her successor is duly elected and qualified; and

2. For both Companies: To ratify the selection of PricewaterhouseCoopers LLP as each Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.

3. For both Companies: To consider and vote upon such other matters, including adjournments, as may properly come before the Meeting or any adjournments or postponements thereof.

The foregoing items of business are more fully described in the proxy statement accompanying this Notice.

Stockholders of record as of the close of business on April 3, 2024, are entitled to notice of and to vote at the Annual Meeting (or any adjournment or postponement of the meeting thereof).

Important notice regarding the availability of proxy materials for the Annual Meeting: Each Company’s proxy statement, the proxy card, and each Company’s annual report on Form 10-K for the fiscal year ended December 31, 2023 (the “Annual Report”) are available atwww.kaynebdc.com.

Your vote is important regardless of the number of shares that you own. If you are unable to attend the Annual Meeting, we encourage you to vote your proxy on the Internet or by telephone by following the instructions provided on the Notice of Internet Availability of Proxy Materials. You may also request from us, free of charge, hard copies of the proxy statement and proxy card for the Companies by following the instructions on the Notice of Internet Availability of Proxy Materials.

By Order of the Boards of Directors of the Companies,

Michael J. O’Neil Secretary

April 26, 2024

Houston, Texas