DEF 14A of Oxford Square Capital Corp.
Filed Jul 8, 20260001213900-26-076403
• “FOR” THE COMPANY’S DIRECTOR NOMINEES DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT, AND
• “FOR” THE COMPANY’S DIRECTOR NOMINEES DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT, AND • “FOR” THE PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2026. Information about the nominees of the Board of Directors for election as directors 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 30, 2026. We are furnishing the proxy statement and proxy card to our stockholders on the Internet, available at https://www.proxy-direct.com/oxf-35172, 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.
• “FOR” THE COMPANY’S DIRECTOR NOMINEES DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT, AND
| By Order of the Board of Directors, | | Steven P. Novak | | Chairman |
• “FOR” THE COMPANY’S DIRECTOR NOMINEES DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT, AND
Greenwich, Connecticut July 8, 2026 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.
• “FOR” THE COMPANY’S DIRECTOR NOMINEES DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT, AND
| | 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 DIRECTORS | 7 | | Information About the Nominees 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 | 19 | | Code of Ethics | 19 | | Compensation of Executive Officers | 19 | | Timing of Grants of Options | 19 | | Compensation of Directors | 20 |
• “FOR” THE COMPANY’S DIRECTOR NOMINEES DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT, AND
| | Page | | PROPOSAL 2: RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2026 FISCAL YEAR | 21 | | Independent Auditor’s Fees | 21 | | Pre-Approval Policy | 22 | | Required Vote | 22 | | Audit Committee Report | 22 | | OTHER MATTERS | 24 | | Stockholder Proposals | 24 | | Other Business | 24 | | Delivery of Proxy Materials | 24 | | Available Information | 24 | | PRIVACY NOTICE | 26 |
PROPOSAL 1: ELECTION OF DIRECTORS
PROPOSAL 1: ELECTION OF DIRECTORS Pursuant to the Company’s bylaws, the number of directors is set at five unless otherwise designated by the Board of Directors. Directors are elected for a staggered term of three years each, with a term of office of one of the three classes of directors expiring each year. Each director will hold office for the term to which he or she is elected or until his or her respective successor is duly elected and qualified. Mr. Steven P. Novak and Mr. Charles M. Royce have each been unanimously nominated by the Company’s Board of Directors, including the Nominating and Corporate Governance Committee, for election for a three-year term expiring in 2029. Messrs. Novak and Royce are not being proposed for election pursuant to any agreement or understanding between Messrs. Novak and Royce and the Company or any other person or entity. A stockholder can vote for or withhold his, her or its vote for OXSQ’s Board nominees. In the absence of instructions to the contrary, it is the intention of the persons named as proxies to vote such proxy “FOR” the election of the OXSQ’s nominees named above. If either of OXSQ’s Board nominees should decline or be unable to serve as a director, it is intended that the proxy will vote for the election of such person as is nominated by the Board of Directors as a replacement. OXSQ’s Board of Directors has no reason to believe that the person named above will be unable or unwilling to serve. This proposal is considered a “non-routine matter” per the NYSE rules and instructions; accordingly, brokers cannot vote on this proposal unless they have received voting instructions from the beneficial owner of Broker Securities. A plurality of all votes cast at a meeting of stockholders duly called and at which a quorum is present shall be sufficient to elect a director. Stockholders may not cumulate their votes. If you vote “Withhold” with respect to either director nominee, your shares will not be voted with respect to the person indicated. Abstentions and Broker Non-Votes, if any, will not be included in determining the number of votes cast and, as a result, will have no effect on this proposal. This proposal is considered a “non-routine matter”; accordingly, brokers cannot vote on this proposal unless they have received voting instructions from the beneficial owner of Broker Securities. THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF EACH OF MR. STEVEN P. NOVAK AND MR. CHARLES M. ROYCE, OXSQ’S NOMINEES NAMED IN THIS PROXY STATEMENT.
Information About the Nominees and Directors
Information About the Nominees and Directors As described below under “Committees of the Board of Directors — Nominating and Corporate Governance Committee,” the Board of Directors has identified certain desired talents and experience for director nominees. Each of our directors and the director nominees has demonstrated high character and integrity; the knowledge, skills and experience necessary to be able to offer advice and guidance to our management in light of prevailing business conditions; familiarity with business matters; experience with accounting rules and practices; appreciation of the relationship of our business to the changing needs of society; and the desire to complement the considerable benefit of continuity with the benefit of diverse view points and perspectives. Each of our directors and the director nominees also has sufficient time available to devote to the affairs of the Company, is able to work with the other members of the Board of Directors and contribute to the success of the Company and can represent the long-term interests of the Company’s stockholders as a whole. Our directors and the director nominees have been selected such that the Board of Directors represents a diverse range of backgrounds and experience. All of our directors are encouraged to attend the Annual Meeting. Certain information, as of the Record Date, with respect to the Company’s director nominees for election at the Annual Meeting, as well as each of the current directors, is set forth below, including their names, ages, a brief description of their recent business experience, including present occupations and employment, certain directorships that each person holds, the year in which each person became a director of the Company, and a discussion of their particular experience, qualifications, attributes or skills that lead us to conclude, as of the Record Date, that such individual should serve as a director of the Company, in light of the Company’s business and structure. The business address of the nominees and the directors listed below is 8 Sound Shore Drive, Suite 255, Greenwich, Connecticut 06830.
Nominee for Director — Term Expiring 2029
Nominee for Director — Term Expiring 2029
Compensation of Directors
Compensation of Directors Each independent director receives an annual fee of $90,000. The Chairman of the Board receives an additional annual fee of $30,000 for his service as Chairman of the Board. In addition, the independent directors receive $4,000 plus reimbursement of reasonable out-of-pocket expenses incurred in connection with attending each Board meeting, $1,500 plus reimbursement of reasonable out-of-pocket expenses incurred in connection with attending each Valuation Committee meeting, $1,500 plus reimbursement of reasonable out of-pocket expenses incurred in connection with attending each Audit Committee meeting, $1,000 plus reimbursement of reasonable out-of-pocket expenses incurred in connection with attending each Nominating and Corporate Governance Committee meeting and $1,000 plus reimbursement of reasonable out-of-pocket expenses incurred in connection with attending each Compensation Committee meeting. The Chairman of the Audit Committee also receives an additional annual fee of $10,000 for his service as chair of the Audit Committee. The Chairman of the Valuation Committee also receives an additional annual fee of $7,500 for his service as chair of the Valuation Committee. The Chairman of the Nominating and Corporate Governance Committee also receives an additional annual fee of $5,000 for his service as chair of the Nominating and Corporate Governance Committee. The Chairman of the Compensation Committee also receives an additional annual fee of $5,000 for his service as chair of the Compensation Committee. No compensation was paid to directors who are interested persons of OXSQ as defined in the 1940 Act. The following table sets forth compensation of our directors for the year ended December 31, 2025.
Compensation of Directors
| Name | Fees Earned or Paid in Cash | All Other Compensation(2) | Total | | Interested Directors | | | | | Jonathan H. Cohen | $— | — | $— | | Charles M. Royce | $— | — | $— | | Independent Directors(1) | | | | | Steven P. Novak | $146,000 | — | $146,000 | | George Stelljes III | $132,500 | — | $132,500 | | Barry Osherow | $130,000 | — | $130,000 |
Compensation of Directors
(1) For a discussion of the independent directors’ compensation, see above. (2) We do not maintain a stock or option plan, non-equity incentive plan or pension plan for our directors.