Oxford Square Capital Corp.
For the period ended Aug 20, 2025. Filed Jul 8, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Aug 20, 2025 · Filed Jul 8, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
| Filed by the Registrant | ☒ |
|---|---|
| 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)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to Rule 14a-12 |
Oxford Square Capital Corp.
(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):
| ☒ | 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. |
July 8, 2025
Dear Stockholder:
You are cordially invited to attend the 2025 Annual Meeting (the “Annual Meeting”) of Stockholders of Oxford Square Capital Corp. (the “Company,” “OXSQ,” “we,” “us” or “our”) to be held on August 20, 2025 at 9:00 a.m., Eastern Time, in the second floor conference room of the Company’s corporate headquarters located at 8 Sound Shore Drive, Greenwich, Connecticut 06830. Stockholders of record of the Company at the close of business on June 25, 2025 are entitled to notice of, and to vote at, the Annual Meeting or any adjournment or postponement thereof. Details of the business to be conducted at the Annual Meeting are provided in the accompanying Notice of Annual Meeting and 2025 Proxy Statement.
It is very important that your shares be represented at the Annual Meeting. Whether or not you plan to attend, we hope you will vote as soon as possible. If you are unable to participate at the Annual Meeting, we urge you to follow the instructions on the Notice of Internet Availability of Proxy Materials to vote your proxy on the Internet. We encourage you to vote via the Internet, as it saves us significant time and processing costs. However, on the Notice of Internet Availability of Proxy Materials, you will also find instructions on how to request a hard copy of the proxy statement and proxy card free of charge and you may vote your proxy by returning your proxy card to us after you request the hard copy materials. Returning the proxy or voting by Internet or telephone does not deprive you of your right to attend the Annual Meeting and to vote your shares in person.
We reserve the right to reconsider the date, time, and/or means of convening the Annual Meeting, including holding the Annual Meeting by means of remote communications. If we take this step, we will announce the decision to do so in advance, and details on how to participate in the meeting will be issued by press release and filed with the Securities and Exchange Commission as additional proxy material. We urge you to retain your control or proxy voting number after you vote in case changes are made to the meeting format and such information is again required.
We look forward to seeing you at the Annual Meeting. Your vote and participation, no matter how many or how few shares you own, are very important to us.
Sincerely yours,
Jonathan H. Cohen
Chief Executive Officer
(203) 983-5275
NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS
To be held in the second floor conference room
of the Company’s corporate headquarters, located at
8 Sound Shore Drive,
August 20, 2025, at 9:00 a.m., Eastern Time
To the Stockholders of Oxford Square Capital Corp.:
The 2025 Annual Meeting (the “Annual Meeting”) of Stockholders of Oxford Square Capital Corp. (the “Company,” “OXSQ,” “we,” “us” or “our”) will be held in the second floor conference room of the Company’s corporate headquarters located at 8 Sound Shore Drive, Greenwich, Connecticut 06830, on August 20, 2025, at 9:00 a.m., Eastern Time, for the following purposes:
To vote on the election of one director of the Company to serve for a term of three years, or until his successor is duly elected and qualified;
To vote on a proposal to ratify the selection of PricewaterhouseCoopers LLP to serve as the Company’s independent registered public accounting firm for the Company for the fiscal year ending December 31, 2025; and
To transact such other business as may properly come before the Annual Meeting and any adjournments or postponements.
OXSQ’S BOARD OF DIRECTORS, INCLUDING ALL THE INDEPENDENT DIRECTORS (AS DEFINED BELOW), UNANIMOUSLY RECOMMENDS THAT YOU VOTE:
“FOR” THE COMPANY’S DIRECTOR NOMINEE DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT, AND
“FOR” THE PROPOSAL TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2025.
Information about the nominee of the Board of Directors for election as a director of the Company is provided in the accompanying proxy statement.
The following information applicable to the Annual Meeting may be found in the 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 recommendations regarding those matters;
Any control/identification numbers that you need to access your proxy card; and
Information about attending the meeting and voting in person.
You have the right to receive notice of and to vote at the Annual Meeting if you were a stockholder of record at the close of business on June 25, 2025 We are furnishing the proxy statement and proxy card to our stockholders on the Internet, available athttp://www.proxy-direct.com/oxf-34572, rather than mailing printed copies of those materials to each stockholder. If you received a Notice of Internet Availability of Proxy Materials by mail, you will not receive a printed copy of the proxy statement and proxy card unless you request them. Instead, the Notice of Internet Availability of Proxy Materials will instruct you as to how you may access and review the proxy statement, and vote your proxy, on the internet. You may request hard copy proxy materials at no charge to you by following the instructions provided in the Notice of Internet Availability of Proxy Materials.
Whether or not you expect to be present in person at the Annual Meeting, and whatever the number of shares you own, you are requested to vote in accordance with the voting instructions in the Notice of Internet Availability of Proxy Materials, or by requesting hard copy proxy materials from us and returning a proxy card so that you may be represented at the Annual Meeting. Please note, however, that if you wish to vote in person at the meeting and your shares are held of record by a broker, bank, trustee, or nominee, you must obtain a “legal” proxy issued in your name from that record holder. 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.
We reserve the right to reconsider the date, time, and/or means of convening the Annual Meeting, including holding the Annual Meeting by means of remote communications. If we take this step, we will announce the decision to do so in advance, and details on how to participate in the meeting will be issued by press release and filed with the Securities and Exchange Commission as additional proxy material. We urge you to retain your control or proxy voting number after you vote in case changes are made to the meeting format and such information is again required.
We are not aware of any other business, or any other nominees for election as directors, that may properly be brought before the Annual Meeting. Thank you for your continued support of Oxford Square Capital Corp.
By Order of the Board of Directors,
Steven P. Novak
Chairman
Greenwich, Connecticut
July 8, 2025
This is a very important meeting. To ensure proper representation at the Annual Meeting, please follow the instructions on the Notice of Internet Availability of Proxy Materials to vote your proxy via the Internet or request, complete, sign, date and return a proxy card. Even if you vote your shares prior to the Annual Meeting, if you are a record holder of shares, or a beneficial holder who obtains “legal” proxy from your broker, bank, trustee, or nominee, you still may attend the Annual Meeting and vote your shares in person.
TABLE OFCONTENTS
| Page | |
|---|---|
| PROXY STATEMENT | 1 |
| General | 1 |
| Annual Meeting Information | 1 |
| Date and Location | 1 |
| Attendance | 1 |
| Availability of Proxy and Annual Meeting Materials | 2 |
| Purpose of Annual Meeting | 2 |
| Voting Information | 2 |
| General | 2 |
| Record Date and Voting Securities | 2 |
| Quorum Required | 2 |
| Voting Your Shares | 2 |
| Submitting Voting Instructions for Shares Held Through a Broker, Bank, Trustee, or Nominee | 3 |
| Discretionary Voting | 3 |
| Authorizing a Proxy for Shares Held in Your Name | 3 |
| Receipt of Multiple Proxy Cards | 3 |
| Revoking Your Proxy | 4 |
| Vote Required | 4 |
| Participants in the Solicitation of Proxies | 4 |
| Information Regarding This Solicitation | 4 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 5 |
| PROPOSAL 1: ELECTION OF DIRECTOR | 7 |
| Information About the Nominee and Directors | 7 |
| Information About Executive Officers Who Are Not Directors | 10 |
| Board Leadership Structure | 11 |
| Board’s Role In Risk Oversight | 12 |
| Transactions with Related Persons | 13 |
| Investment Advisory Agreement Subject to Annual Approval by the Independent Directors | 14 |
| Review, Approval or Ratification of Transactions with Related Persons | 15 |
| Corporate Governance | 16 |
| Corporate Governance Documents | 16 |
| Director Independence | 16 |
| Evaluation | 16 |
| Communication with the Board of Directors | 16 |
| Insider Trading Policy | 16 |
| Hedging Transactions | 16 |
| Committees of the Board of Directors | 17 |
| Audit Committee | 17 |
| Nominating and Corporate Governance Committee | 17 |
| Valuation Committee | 18 |
| Compensation Committee | 18 |
| Code of Ethics | 19 |
| Compensation of Executive Officers | 19 |
| Timing of Grants of Options | 19 |
| Compensation of Directors | 19 |
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| Page | |
|---|---|
| PROPOSAL 2: RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2025 FISCAL YEAR | 21 |
| Independent Auditor’s Fees | 21 |
| Required Vote | 21 |
| Audit Committee Report | 22 |
| OTHER MATTERS | 24 |
| Stockholder Proposals | 24 |
| Other Business | 24 |
| Delivery of Proxy Materials | 24 |
| Available Information | 24 |
| PRIVACY NOTICE | 26 |
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