DEF: Oxford Square Capital Corp. Schedules 2025 Annual Stockholder Meeting to Vote on Director Election and Auditor Ratification

Oxford Square Capital Corp. has announced its 2025 Annual Meeting of Stockholders for August 20, 2025, to vote on the re-election of a director and the ratification of its independent registered public accounting firm.

Summary

• The 2025 Annual Meeting of Stockholders for Oxford Square Capital Corp. (OXSQ) will be held on August 20, 2025, at 9:00 a.m. Eastern Time, at the company's corporate headquarters in Greenwich, Connecticut.
• Stockholders of record as of June 25, 2025, are entitled to notice and to vote at the Annual Meeting.
• Key proposals include the election of one director, Barry A. Osherow, to serve for a three-year term expiring in 2028, and the ratification of PricewaterhouseCoopers LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2025.
• The Board of Directors, including all independent directors, unanimously recommends voting FOR both the director nominee and the auditor ratification.
• As of the record date, there were 76,027,372 shares of common stock outstanding, with a quorum requiring the presence of 38,013,687 shares.
• Audit fees paid to PricewaterhouseCoopers LLP were $947,995 for the fiscal year ended December 31, 2024, and $1,079,903 for the fiscal year ended December 31, 2023.
• The company accrued approximately $747,000 for the allocable portion of compensation expenses for its Chief Financial Officer, Treasurer, Controller, and other administrative support personnel for the fiscal year ended December 31, 2024.
• Fees paid to ACA Group, LLC for Chief Compliance Officer services amounted to approximately $120,000 for the fiscal year ended December 31, 2024.
• Independent directors receive an annual fee of $90,000, with additional fees for committee chairs and meeting attendance.

Sentiment

Score: 5

Explanation: The document is a routine proxy statement, primarily procedural in nature, detailing the upcoming annual meeting, proposals, and corporate governance. It contains no significant positive or negative financial performance news or strategic shifts that would alter sentiment.

Positives

• The Board of Directors, including all independent directors, unanimously recommends voting for the director nominee and the ratification of PricewaterhouseCoopers LLP, indicating strong internal alignment.
• The Board assessed the company's investment performance as satisfactory and concluded that the Investment Advisory Agreement fees are reasonable and comparable to those of other Business Development Companies (BDCs) with similar investment objectives.
• The company maintains robust corporate governance policies, including regular meetings of independent directors, and committees (Audit, Valuation, Nominating and Corporate Governance, Compensation) comprised solely of independent directors.
• The company has an SEC order permitting co-investment transactions with affiliates, providing access to a broader array of investment opportunities for stockholders.

Risks

• Potential conflicts of interest may arise due to company management (Messrs. Cohen and Rosenthal) also serving in leadership roles for affiliated entities (Oxford Lane Capital Corp., Oxford Park Income Fund, Inc., Oxford Bridge II, LLC, and Oxford Gate Funds), although an allocation policy is in place.
• There is no assurance that the SEC will grant the new exemptive relief order applied for, which would supersede the existing co-investment order.
• The company is subject to regulatory requirements as a BDC, including limitations on indebtedness (150% asset coverage) and restrictions on non-qualifying assets (at least 70% qualifying assets), which control business and operational risks.
• Data security incidents and breaches are a risk, as no data transmission over the Internet or any wireless network can be guaranteed to be 100% secure.

Future Outlook

The company reserves the right to reconsider the date, time, and/or means of convening the Annual Meeting, including holding it by remote communications, with any changes to be announced in advance via press release and SEC filing. The company and Oxford Square Management have applied for a new exemptive relief order which, if granted, would supersede the current order regarding negotiated co-investment transactions alongside affiliates, though there is no assurance such relief will be granted.

Management Comments

• Jonathan H. Cohen, Chief Executive Officer: "Your vote and participation, no matter how many or how few shares you own, are very important to us."

Industry Context

As a Business Development Company (BDC), the company operates under specific regulatory requirements of the Investment Company Act of 1940, which dictate aspects like asset coverage ratios (e.g., 150% immediately after incurring indebtedness) and the composition of its gross assets (at least 70% qualifying assets). The company's ability to engage in co-investment transactions with affiliates, facilitated by an existing SEC order, aligns with broader industry practices for BDCs seeking to expand investment opportunities.

Comparison to Industry Standards

• The Board of Directors concluded that the advisory fees charged by Oxford Square Management to the company are reasonable and comparable to the fees paid by other BDCs with similar investment objectives.

Management Changes

Corporate Governance

Related Party Transactions

• The company has an Investment Advisory Agreement with Oxford Square Management, which is controlled by Oxford Funds. Charles M. Royce, a director, holds a minority, non-controlling interest in Oxford Square Management.
• An Administration Agreement is in place with Oxford Funds for office facilities and administrative services.
• Messrs. Cohen (CEO) and Rosenthal (President) also serve as Chief Executive Officer and President, respectively, of affiliated entities including Oxford Lane Capital Corp., Oxford Park Income Fund, Inc., Oxford Bridge II, LLC, and the Oxford Gate Funds, creating potential conflicts of interest in investment allocation.
• The company is permitted to co-invest in negotiated investment opportunities with affiliates under an SEC order, subject to certain conditions and approval by a required majority of Independent Directors.

Stakeholder Impact

• Shareholders are directly impacted by the proposals to be voted on at the Annual Meeting, including the election of a director and the ratification of the independent auditor, and are encouraged to participate in the voting process.
• Employees, particularly executive officers, are compensated indirectly through arrangements with Oxford Funds and ACA Group, LLC, with allocable portions of their compensation reimbursed by the company.

Next Steps

• Stockholders are requested to vote on the election of Barry A. Osherow as director and the ratification of PricewaterhouseCoopers LLP as the independent registered public accounting firm.
• The Annual Meeting of Stockholders will be held on August 20, 2025.
• The company may announce changes to the Annual Meeting format (e.g., remote communications) in advance via press release and SEC filing.
• The company and Oxford Square Management are awaiting a decision from the SEC regarding their application for a new exemptive relief order for co-investment transactions.
• Stockholders wishing to submit proposals for the 2026 annual meeting must adhere to specific deadlines (e.g., March 10, 2026, for Rule 14a-8 proposals).

Key Dates

Keywords

Oxford Square Capital Corp, OXSQ, Proxy Statement, Annual Meeting, Corporate Governance, Director Election, Auditor Ratification, SEC Filing, Investment Advisory, Business Development Company, BDC, Financial Reporting