OFS Capital (OFS) Proxy Filing summary

Executive summary

• Special Meeting scheduled for June 11, 2025, to vote on authorizing the company to issue shares below net asset value (NAV) within the next 12 months, subject to a 25% cap of outstanding shares per sale.

• The Board, including independent directors, unanimously recommends voting in favor of the proposal.

• The company seeks flexibility to raise capital quickly in volatile markets to pursue investment opportunities and maintain compliance with regulatory leverage requirements.

• No immediate plans exist to issue shares below NAV, but prior similar authorizations were not exercised in recent years.

Voting matters and shareholder proposals

• The sole proposal is to authorize the Board to sell or issue shares below NAV, with a cumulative limit of 25% of outstanding shares per sale over the next 12 months.

• Approval requires a majority of outstanding shares and a majority of non-affiliated shares.

• Abstentions count as votes against the proposal.

• Shareholders of record as of April 16, 2025, are eligible to vote; voting can be done by mail, phone, internet, or in person.

• Shareholder proposals for the 2026 annual meeting must be received by December 31, 2025, for inclusion in proxy materials.

Board of directors and corporate governance

• The Board consists of independent and interested directors, with Bilal Rashid serving as Chairman and CEO since 2014.

• Recent executive changes include the appointment of Kyle Spina as CFO and Treasurer, effective March 31, 2025.

• The Board is responsible for monitoring conflicts of interest, especially regarding management fees and investment allocations.