Here are the DEF 14A proxy statements from OFS Capital Corporation 4.95% Notes due 2028 (OFSSH) in our archive over the last 12 months, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A DEF 14A covers the proxy statement, with executive pay and the shareholder votes, so if you follow OFSSH and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full OFSSH filings page.
OFS Capital Corporation is calling a special stockholder meeting on June 10, 2026 to vote on a single key proposal. Stockholders are asked to authorize the Board, for the next 12 months, to sell or issue common shares at prices below the then-current net asset value (NAV) per share in one or more offerings.
The authority would be limited so that, immediately prior to each sale, the cumulative number of shares issued below NAV under this approval cannot exceed 25% of the then-outstanding common stock. There is no stated limit on the discount to NAV, and no additional stockholder approval would be required even if dilution is significant.
The Board, including the independent directors, recommends voting “FOR” the proposal, arguing it would give OFS flexibility to raise equity quickly during periods of market volatility, pursue attractive investments, and support its asset coverage and financing needs. The proxy highlights that any below-NAV issuance would require approval by a majority of independent directors, must closely approximate market value (less underwriting costs), and would be subject to the 25% cap. The filing also details potential dilution impacts on non-participating and participating stockholders, describes conflicts of interest tied to asset-based management and incentive fees, and discloses that 13,398,078 common shares were outstanding as of April 15, 2026.
OFS Capital Corporation is asking stockholders to vote at its 2026 Annual Meeting on June 10, 2026 in Chicago. Investors will elect two Class II directors, Romita Shetty (independent) and Bilal Rashid (Chairman and CEO), each for a new three‑year term, and ratify KPMG LLP as independent auditor for 2026.
Stockholders of record on April 15, 2026, when 13,398,078 shares of common stock were outstanding, are entitled to one vote per share. The board is staggered across three classes and currently includes three independent and two interested directors, with an independent Lead Director and fully independent audit, compensation, and nominating/governance committees.
The proxy describes how to vote by Internet, phone, mail, or in person, explains quorum and broker non‑vote treatment, and discloses governance practices, board diversity data, related‑party arrangements with OFS Advisor and affiliates, and director cash fees of $100,000 for each independent director in 2025. It also outlines advisory, administration, and audit fee levels paid to affiliates and KPMG.