DEF 14A: Oxford Square Capital Corp. Announces 2024 Annual Meeting of Stockholders

Oxford Square Capital Corp. will hold its 2024 Annual Meeting of Stockholders on August 23, 2024, to vote on the election of directors and the ratification of the company's independent registered public accounting firm.

Summary

• Oxford Square Capital Corp. will hold its 2024 Annual Meeting of Stockholders on August 23, 2024, at 9:00 a.m. Eastern Time, at the company's headquarters in Greenwich, Connecticut.
• Stockholders of record as of June 28, 2024, are entitled to vote at the meeting.
• The meeting will address the election of two directors for three-year terms and the ratification of PricewaterhouseCoopers LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2024.
• The Board of Directors unanimously recommends voting for the director nominees and for the ratification of PricewaterhouseCoopers LLP.
• Proxy materials are available online, and stockholders can request hard copies free of charge.
• The company reserves the right to reconsider the meeting format, potentially holding it via remote communications, and will announce any changes in advance.

Sentiment

Score: 7

Explanation: The document is a standard proxy statement, which is generally neutral in tone. The recommendations from the board are positive, but overall the document is informational.

Positives

• The Board of Directors unanimously recommends voting for the director nominees and the ratification of the accounting firm, indicating confidence in these selections.
• Stockholders have multiple options for voting, including online, by phone, and by mail, providing flexibility and convenience.
• The company is providing proxy materials online, reducing costs and environmental impact.
• The company is committed to transparency and will announce any changes to the meeting format in advance.

Risks

• The company reserves the right to change the meeting format, which could inconvenience some stockholders.
• Failure to follow the outlined procedures for attending the meeting in person may result in denial of admittance.
• There is a potential for conflicts of interest due to related party transactions and the involvement of key personnel in multiple affiliated entities.

Future Outlook

The document outlines the procedures and proposals for the upcoming Annual Meeting, focusing on corporate governance and the selection of key personnel and auditors. The company's future direction will be influenced by the outcome of these votes and the ongoing oversight of the Board of Directors.

Management Comments

• Jonathan H. Cohen, Chief Executive Officer, cordially invites stockholders to attend the Annual Meeting and emphasizes the importance of their participation.
• Steven P. Novak, Chairman, thanks stockholders for their continued support.

Industry Context

As a Business Development Company (BDC), Oxford Square Capital Corp. is subject to specific regulations and requirements under the Investment Company Act of 1940. The proxy statement reflects standard corporate governance practices for publicly traded companies, including the election of directors, appointment of auditors, and disclosures related to executive compensation and related party transactions.

Comparison to Industry Standards

• The structure of Oxford Square Capital Corp.'s board and committees aligns with standard corporate governance practices for publicly traded companies, particularly BDCs.
• The annual review and re-approval of the Investment Advisory Agreement is a common practice among investment companies, ensuring that the terms are fair and reasonable.
• The disclosure of related party transactions and the implementation of policies to manage conflicts of interest are consistent with regulatory requirements and industry best practices.
• The compensation structure for independent directors is comparable to that of other BDCs of similar size and complexity.

Related Party Transactions

• The company has entered into an Investment Advisory Agreement with Oxford Square Management, LLC, which is partly owned by a member of the Board of Directors.
• Oxford Funds, LLC, provides office facilities and administrative services to the company pursuant to an Administration Agreement.
• Conflicts of interest may arise due to the involvement of key personnel in multiple affiliated entities, including Oxford Lane Capital Corp., Oxford Park Income Fund, Inc., Oxford Bridge II, LLC and the Oxford Gate Funds.
• The company has a policy for allocating investment opportunities among the Company, Oxford Lane Capital Corp., Oxford Park Income Fund, Inc., Oxford Bridge II, LLC and the Oxford Gate Funds.
• The SEC has issued an order permitting the company and certain of its affiliates to complete negotiated co-investment transactions in portfolio companies, subject to certain conditions.

Stakeholder Impact

• The outcome of the votes at the Annual Meeting will directly impact shareholders through the election of directors and the selection of the company's auditor.
• The company's corporate governance practices and policies affect the overall management and oversight of the company, which can impact shareholder value.
• The Investment Advisory Agreement and Administration Agreement impact the fees paid by the company, which ultimately affect shareholder returns.

Next Steps

• Stockholders should review the proxy materials and vote on the proposals.
• The company will hold the Annual Meeting on August 23, 2024.
• The Board of Directors will continue to oversee the company's operations and governance.

Key Dates

Keywords

Annual Meeting, Stockholders, Proxy Statement, Board of Directors, Election of Directors, PricewaterhouseCoopers, Independent Registered Public Accounting Firm, Corporate Governance, Voting, Oxford Square Capital Corp.