UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 (Amendment No. )
Exchange Act of 1934 (Amendment No. )
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Filed by the Registrant
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Filed by a Party other than the Registrant
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Preliminary proxy statement | ||||
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | ||||
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Definitive Proxy Statement | ||||
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Definitive Additional Materials | ||||
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Soliciting Material Pursuant to §240.14a-12 | ||||
| OFS Credit Company, Inc. | |||||
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No fee required. | ||||
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Fee paid previously with preliminary materials. | ||||
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. | ||||
OFS CREDIT COMPANY, INC.
10 South Wacker Drive, Suite 2500
Chicago, Illinois 60606
(847) 734-2085
July 2, 2024
To Our Stockholders:
You are cordially invited to attend the 2024 Annual Meeting of Stockholders of OFS Credit Company, Inc. (the “Annual Meeting”) to be held on Thursday, August 15, 2024 at 10:00 a.m., local time, at 10 South Wacker Drive, 25th Floor, Chicago, Illinois 60606.
The Notice of Annual Meeting and Proxy Statement on the following pages describe the matters to be presented at the Annual Meeting.
We are providing access to our proxy materials online under the U.S. Securities and Exchange Commission’s “notice and access” rules. As a result, we are mailing to many of our stockholders a notice instead of a paper copy of this Proxy Statement. The notice contains instructions on how to access documents online. The notice also contains instructions on how stockholders can receive a paper copy of our materials, including this Proxy Statement, forms of proxy cards or voting instruction card and our annual and semi-annual reports. Those who do not receive a notice, including stockholders who have previously requested to receive paper copies of proxy materials, will receive a paper copy by mail unless they have previously requested delivery of materials electronically. We believe that this distribution process is more resource conscious and cost efficient.
Your vote is important. Regardless of whether you participate in the Annual Meeting, we hope you vote as soon as possible. You may vote by proxy online or by phone, or, if you received paper copies of the proxy materials by mail, you may also vote by mail by following the instructions on the proxy cards or voting instruction cards. Voting online, by phone, written proxy, or voting instruction card ensures your representation at the Annual Meeting.
Thank you for your ongoing support of, and continued interest in, OFS Credit Company, Inc.
Sincerely yours,
Bilal Rashid
Chairman of the Board of Directors,
President and Chief Executive Officer
OFS CREDIT COMPANY, INC.
10 South Wacker Drive, Suite 2500
Chicago, Illinois 60606
(847) 734-2085
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held On August 15, 2024
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To Our Stockholders:
NOTICE IS HEREBY GIVEN that the 2024 Annual Meeting of Stockholders of OFS Credit Company, Inc., or the Annual Meeting, will be held
on Thursday, August 15, 2024 at 10:00 a.m., local time, at 10 South Wacker Drive, 25th Floor, Chicago, Illinois 60606.
The purposes of the Annual Meeting are as follows:
1.
To elect two members to our board of directors to serve as Class III directors, as outlined below:
a.
One director, Mr. Jeffrey A. Cerny, to be elected by the holders of the Company’s outstanding common stock, par value $0.001 per share (“Common Stock”), and outstanding preferred stock, par value $0.001 per share (“Preferred Stock”), voting together as a single class, with such director to serve for a term of three years, or until his successor is duly elected and qualified; and
b.
One director, Ms. Kathleen M. Griggs, to be elected by the holders of the Company’s outstanding Preferred Stock, voting as a single class, with such director to serve for a term of three years, or until her successor is duly elected and qualified;
2.
To ratify the selection of KPMG LLP as our independent registered public accounting firm for the fiscal year ending October 31, 2024; and
3.
To transact such other business as may properly come before the Annual Meeting and any adjournments or postponements thereof.
Instead of mailing a paper copy of our proxy materials to all of our stockholders, we are providing access to our proxy materials over the Internet under the U.S. Securities and Exchange Commission’s “notice and access” rules. As a result, we are mailing to our stockholders a Notice of Internet Availability of Proxy Materials, or the Notice, instead of a paper copy of the proxy statement. A copy of our Annual Report on Form N-CSR for the fiscal year ended October 31, 2023 and a copy of our Semi-Annual Report on Form N-CSR for the six-month period ended April 30, 2024 were previously sent to stockholders and are available without charge, upon request to OFS Credit Company, Inc., 10 South Wacker Drive, Suite 2500, Chicago, Illinois, 60606, Attention: Tod K. Reichert, Corporate Secretary, telephone: (847) 734-2085. We will mail the Notice on or about July 2, 2024, which contains instructions on how to access those documents over the Internet. The Notice also contains instructions on how each of our stockholders can receive a paper copy of our proxy materials, including this proxy statement and forms of proxy cards or voting instruction cards. All stockholders who do not receive the Notice, including stockholders who have previously requested to receive paper copies of proxy materials, will receive a paper copy of the proxy materials by mail unless they have previously requested delivery of proxy materials electronically. We have chosen to employ this distribution process to conserve natural resources and reduce the costs of printing and distributing our proxy materials.
Stockholders of record of our outstanding Common Stock and outstanding Preferred Stock at the close of business on Thursday, June 20, 2024 are entitled to notice of, and to vote at, the Annual Meeting or any adjournment thereof. A complete list of such stockholders will be open to the examination of any stockholder at our principal executive offices at 10 South Wacker Drive, Suite 2500, Chicago, Illinois 60606, during ordinary business hours, for a period of ten days prior to the Annual Meeting as well as at the Annual Meeting.
Your vote is important no matter how many shares you own. Whether you expect to attend the Annual Meeting or not, please vote your shares by using the Internet as described in the instructions included in the Notice, by calling the toll-free telephone number, or, if you received a paper copy of the proxy materials, by completing, signing, dating and returning your proxy card(s) or voting instruction form(s). Your prompt response is necessary to ensure that your shares are represented at the Annual Meeting. You can change your vote and revoke your proxy at any time before the polls close at the Annual Meeting by following the procedures described in the accompanying proxy statement.
All stockholders are cordially invited to attend the Annual Meeting.
By Order of the Board of Directors,
Tod K. Reichert
Corporate Secretary
Chicago, Illinois
July 2, 2024
OFS CREDIT COMPANY, INC.
10 SOUTH WACKER DRIVE, SUITE 2500
CHICAGO, ILLINOIS 60606
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PROXY STATEMENT
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for the 2024 Annual Meeting of Stockholders
to be held on Thursday, August 15, 2024
to be held on Thursday, August 15, 2024
This Proxy Statement is furnished in connection with the solicitation of proxies by the board of directors of OFS Credit Company, Inc.,
also referred to in this proxy statement as the “Company,” “OFS Credit,” “we” or “us,”
for use at our 2024 Annual Meeting of Stockholders (the “Annual Meeting”), to be held on Thursday, August 15, 2024 at 10:00 a.m., local time, at 10 South Wacker Drive, 25th Floor, Chicago, Illinois 60606,
and at any adjournment or postponement thereof. You may obtain directions to the location of the Annual Meeting by contacting Tod K. Reichert, Corporate Secretary, OFS Credit Company, Inc.,
10 South Wacker Drive, Suite 2500, Chicago, Illinois 60606
; telephone: (847) 734-2085.
All proxies will be voted in accordance with the instructions contained in those proxies. If no choice is specified, the proxies will be voted FOR the election of the director nominees of our board of directors and FOR the ratification of our independent public accounting firm. Any proxy may be revoked by a stockholder at any time before it is exercised by delivery of written revocation to our corporate secretary, by submission of a new, later-dated proxy or by appearing at the Annual Meeting and voting in person. See “— Changing Your Vote; Revocation of Proxy” below.
It is anticipated that the Notice of Internet Availability of Proxy Materials will first be sent to stockholders on or about July 2, 2024. This proxy statement, including the accompanying form of proxy, collectively referred to as the Proxy Statement, will first be made available to stockholders on or about July 2, 2024 on
www.proxyvote.com
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A copy of our Annual Report on Form N-CSR for the fiscal year ended October 31, 2023 (the “Annual Report”), and a copy of our Semi-Annual Report on Form N-CSR for the six-month period ended April 30, 2024 (the “Semi-Annual Report”), were previously sent to stockholders and will be furnished without charge to any stockholder upon written request to OFS Credit Company, Inc., 10 South Wacker Drive, Suite 2500, Chicago, Illinois 60606, Attention: Tod K. Reichert, Corporate Secretary, telephone: (847) 734-2085. The Annual Report, Semi-Annual Report and Proxy Statement can each be accessed online at
www.proxyvote.com
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Voting Securities
Stockholders of record (i.e., holders of shares of the Company’s outstanding common stock, par value $0.001 per share (“Common Stock”), or outstanding preferred stock, par value $0.001 per share (“Preferred Stock”)) at the close of business on Thursday, June 20, 2024 will be entitled to notice of, and to vote at, the Annual Meeting. On that date, 16,174,054 shares of our Common Stock were issued and outstanding and 2,440,000 shares of our Preferred Stock were issued and outstanding. Each share of Common Stock and Preferred Stock entitles the holder thereof to one vote with respect to all matters submitted to stockholders at the Annual Meeting. We have no other securities entitled to vote at the Annual Meeting. Stockholders have no dissenters’ or appraisal rights in connection with any of the proposals described herein.
Quorum and Vote Required
The presence in person or representation by proxy of the holders of a majority of the shares of capital stock issued and outstanding and entitled to vote at the Annual Meeting is necessary to establish a quorum for the transaction of business. If a quorum is not present, the Annual Meeting will be adjourned until a quorum is obtained. Abstentions are included
in
the shares present at the Annual Meeting for purposes of determining whether a quorum is present but are not counted for purposes of determining whether a proposal has been approved and thus, have no effect on the outcome.
If you hold shares of Common Stock or Preferred Stock through a broker or nominee, you must follow voting instructions you receive from your broker or nominee. If you hold shares of Common Stock or Preferred Stock through a broker or nominee and you want to vote in person at the Annual Meeting, you must obtain a legal proxy from the record holder of your shares and present it at the Annual Meeting. Please instruct your broker or nominee so your vote can be counted. In addition, shares held of record by brokers or nominees as to which voting instructions have not been received from the beneficial owners or the persons entitled to vote, will be entitled to vote at the Annual Meeting and will be treated as shares present for quorum purposes.
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The table below sets forth the quorum requirements and votes required for each of the proposals to be presented at the Annual Meeting:
| Proposal | Description | Quorum Requirement | Vote Required | Broker Discretionary Voting Allowed | ||||||||||
| No. 1 | Election of two Class III directors |
The presence, in person or by proxy, of holders of a majority in voting power of the outstanding shares of Common Stock and Preferred Stock, voting together as a single class, entitled to vote at the Annual Meeting,
except with respect to any such matter that, under applicable statutes or regulatory requirements, requires approval by a separate vote of one or more classes of stock, in which case the presence in person or by proxy of the holders of shares entitled to cast a majority of the votes entitled to be cast by each such class on such a matter shall constitute a quorum.
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For the election of Mr. Jeffrey A. Cerny, the affirmative vote of the holders of a plurality of the shares of Common Stock and Preferred Stock, voting together as a single class, represented at the Annual Meeting, provided a quorum is present in person or by proxy.
For the election of Ms. Kathleen M. Griggs, the affirmative vote of the holders of a plurality of the shares of Preferred Stock, voting as a single class, represented at the Annual Meeting, provided a quorum of the holders of Preferred Stock is present in person or by proxy.
| Yes | ||||||||||
| No. 2 | Ratification of the selection of KPMG LLP as our independent registered public accounting firm for the fiscal year ending October 31, 2024. | The presence, in person or by proxy, of holders of a majority in voting power of the outstanding shares of Common Stock and Preferred Stock, voting together as single class, entitled to vote at the Annual Meeting. | The affirmative vote of the holders of a majority in voting power of the outstanding shares of Common Stock and Preferred Stock, voting together as a single class, represented at the Annual Meeting and voting on this proposal, provided a quorum is present in person or by proxy. | Yes | ||||||||||
Election of Class III Directors.
The election of a director requires the affirmative vote, in person or by proxy, of a plurality of the votes entitled to be cast on the matter. Mr. Jeffrey A. Cerny must be elected by a plurality of the votes entitled to be cast at the Annual Meeting by holders of our outstanding Common Stock and Preferred Stock, voting together as a single class. Ms. Kathleen M. Griggs must be elected by a plurality of votes entitled to be cast at the Annual Meeting solely by holders of our outstanding Preferred Stock, voting as a single class. Stockholders may not cumulate their votes. Under plurality voting, a candidate receiving the highest number of votes will be elected, even if he or she receives a favorable vote of less than a majority of the Company’s outstanding capital stock. A proxy marked “withhold authority” with respect to a director nominee will result in such director nominee receiving one fewer “FOR” vote that would count towards a plurality. Because directors are elected by a plurality of the votes, an abstention will not be included in determining the number of votes cast and, as a result, will have no effect on this proposal. Since brokers or nominees will have discretionary authority to vote shares in the absence of voting instructions from stockholders, we expect that there will be no broker non-votes on this proposal.
Ratification of Our Independent Registered Public Accounting Firm.
The affirmative vote of a majority in voting power of the outstanding shares of Common Stock and Preferred Stock present in person or represented by proxy at the Annual Meeting and voting on this proposal is required to approve this proposal, provided a quorum is present in person or by proxy. An abstention from voting on this proposal will not be included in determining the number of votes cast and, as a result, will have no effect on the outcome of this proposal.
Since brokers or nominees will have discretionary authority to vote shares in the absence of voting instructions from stockholders, we expect that there will be no broker non-votes.
Voting Your Shares
If you are the record holder of your shares, you may vote in one of four ways. You may vote by submitting your proxy by telephone, over the Internet, by mail or you may vote in person at the Annual Meeting.
You may vote by telephone
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You may vote your shares by following the “Vote by Phone” instructions set forth on the enclosed proxy cards.
You may vote over the Internet
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If you have Internet access, you may vote your shares from any location in the world by following the “Vote by Internet” instructions set forth on the enclosed proxy cards.
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You may vote by mail
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You may vote by completing, dating and signing the applicable proxy cards that accompany this proxy statement and promptly mailing them in the enclosed postage-paid envelope. You do not need to put a stamp on the enclosed envelope if you mail it in the United States. The shares you own will be voted according to the instructions on the proxy card(s) you mail. If you return the proxy card(s), but do not give any instructions on a particular matter described in this proxy statement, the shares you own will be voted in accordance with the recommendations of our board of directors. Our board of directors recommends that you vote FOR the director nominees of our board of directors and FOR the ratification of our independent public accounting firm.
You may vote in person
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If you attend the Annual Meeting and are a registered stockholder, you may vote by delivering your completed proxy cards in person or you may vote by completing a ballot. Ballots will be available at the Annual Meeting. If you hold your shares through a bank or broker, you must obtain a legal proxy from your bank or broker in order to vote at the Annual Meeting.
Changing Your Vote; Revocation of Proxy
Voting by telephone, over the Internet or execution of a proxy will not in any way affect a stockholder’s right to attend the Annual Meeting and vote in person. A proxy may be revoked before it is used to cast a vote. To revoke a proxy, a stockholder must:
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file with our corporate secretary, at or before the taking of the vote, a written notice of revocation bearing a later date than the proxy;
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duly execute a later dated proxy relating to the same shares and deliver it to our corporate secretary before the taking of the vote; or
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attend the Annual Meeting and vote in person.
Attendance at the Annual Meeting, if a stockholder does not vote at the Annual Meeting, will not be sufficient to revoke a proxy.
Any written notice of revocation or subsequent proxy should be sent to us at the following address: OFS Credit Company, Inc.,
10 South Wacker Drive, Suite 2500, Chicago, Illinois 60606
, Attention: Tod K. Reichert, Corporate Secretary. The shares represented by all properly executed proxies received in time for the Annual Meeting will be voted as specified in those proxies.
If the shares you own are held in your name and you do not specify on the proxy card(s) how your shares are to be voted, they will be voted FOR (i) the election of the director nominees named in this proxy statement and recommended by our board of directors, (ii) the ratification of the selection of KPMG LLP as our independent registered public accounting firm for the fiscal year ending October 31, 2024 and (iii) any other items that may properly come before the Annual Meeting in the discretion of the persons appointed as proxies.
If the shares you own are held in “street name,” the bank or brokerage firm, as the record holder of your shares, is required to vote your shares in accordance with your instructions. To vote your shares held in “street name,” you will need to follow the directions provided to you by your bank or brokerage firm.
Information Regarding This Solicitation
The accompanying proxy is solicited by and on behalf of our board of directors, and we, and therefore, indirectly, our stockholders, will bear the expense of the solicitation of proxies for the Annual Meeting, including the cost of preparing, printing and mailing
the Notice of Internet Availability of Proxy Materials,
this proxy statement, the accompanying Notice of Annual Meeting of Stockholders and proxy cards, and our Annual Report and Semi-Annual Report. Proxies may be solicited on our behalf by our directors, officers or employees in person or by telephone, electronic transmission and/or facsimile transmission.
IF YOU PLAN TO ATTEND THE ANNUAL MEETING AND VOTE YOUR SHARES OF THE COMPANY’S COMMON STOCK OR PREFERRED STOCK IN PERSON, YOU WILL NEED TO BRING PHOTO IDENTIFICATION IN ORDER TO BE ADMITTED TO THE ANNUAL MEETING.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERS
The following table sets forth information regarding beneficial ownership of our Common Stock and Preferred Stock as of June 20, 2024 by:
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each person, or group of affiliated persons, known to us to be the beneficial owner of more than 5% of the outstanding shares of our Common Stock or Preferred Stock as of such date, based on currently available Schedules 13D and 13G filed with the U.S. Securities Exchange Commission (the “SEC”);
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each of our directors (which includes our nominees);
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our officers; and
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all of our directors and officers as a group.
The number of shares of Common Stock or Preferred Stock beneficially owned by each person or entity is determined in accordance with the applicable rules of the SEC.
These rules generally provide that a person is the beneficial owner of securities if such person has or shares the power to vote or direct the voting thereof, or to dispose or direct the disposition thereof or has the right to acquire such powers within 60 days.
The information is not necessarily indicative of beneficial ownership for any other purpose. Unless otherwise indicated, to our knowledge, all persons named in the table have sole voting and investment power with respect to their applicable shares, except to the extent authority is shared by spouses under state community property laws. The Company’s directors are divided into two groups — independent directors and interested directors. Interested directors are “interested persons” of OFS Credit Company, Inc. as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended (the “1940 Act”). Unless otherwise indicated, the address of all officers and directors is c/o OFS Credit Company, Inc., 10 South Wacker Drive, Suite 2500, Chicago, Illinois 60606. The inclusion of any shares deemed beneficially owned in this table does not constitute an admission of beneficial ownership of those shares.
There were, as of June 20, 2024, approximately 3 holders of record and 11,591 beneficial holders of our Common Stock and approximately 3 holders of record and 2,572 beneficial holders of our Preferred Stock.
| Name and Address of Beneficial Owner | Total Number of Shares of Common Stock Beneficially Owned | Percentage of Common Stock Beneficially Owned(1) |
Dollar Range of Common Stock Beneficially Owned by Directors(2)(3)(4) | Total Number of Shares of Preferred Stock Beneficially Owned | Percentage of Preferred Stock Beneficially Owned(1) |
Dollar Range of Preferred Stock Beneficially Owned by Directors(2)(3)(4) |
Aggregate Dollar
Range of Equity Securities in the Fund Complex Beneficially Owned by Directors (2)(3)(4)
Holders of more than 5% of our Common Stock:
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Thomas J. Herzfeld Advisors, Inc. (5)
119 Washington Avenue, Suite 504 Miami Beach, FL 33139
1,336,185
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8.26%
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N/A
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0
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N/A
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N/A
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N/A
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Holders of more than 5% of our Preferred Stock:
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Karpus Management, Inc. (6)
193 Sully’s Trail
Pittsford, NY 14534
0
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N/A
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N/A
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569,030
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23.32%
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N/A
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N/A
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Eagle Point Credit Management LLC (7)
600 Steamboat Road
Suite 202
Greenwich, CT 06830
0
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N/A
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N/A
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320,786
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13.15%
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N/A
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N/A
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Independent Directors:
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Kathleen M. Griggs
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2,434
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*
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$10,001-$50,000
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0
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N/A
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None
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$10,001-$50,000
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Kate M. Fitta
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0
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N/A
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None
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0
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N/A
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None
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None
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Romita Shetty
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0
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N/A
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None
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0
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N/A
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None
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None
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Interested Directors:
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Jeffrey A. Cerny (8)
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213,148
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1.32%
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over $100,000
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0
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N/A
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None
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over $100,000
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Bilal Rashid (8)
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213,719
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1.32%
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over $100,000
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0
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N/A
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None
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over $100,000
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Officers who are not Directors:
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Kyle Spina
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0
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N/A
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N/A
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0
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N/A
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N/A
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N/A
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Tod K. Reichert
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16,348
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*
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N/A
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0
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N/A
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N/A
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N/A
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Mukya S. Porter
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0
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*
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N/A
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0
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N/A
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N/A
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N/A
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All Directors and officers as a group (8 persons)
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445,649
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2.76%
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N/A
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0
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N/A
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N/A
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N/A
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| Name | Age | Director Since | Term Expiring | Primary Occupation | Committee Memberships(1) | Other Public Company Boards | ||||||||||||||
| Jeffrey A. Cerny | 61 | 2017 | 2024 | Chief Financial Officer of the Company |
―
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1 | ||||||||||||||
| Kathleen M. Griggs *† | 69 | 2018 | 2024 | Managing Director of Griggs Consulting, LLC | A (chair), C, N | 0 | ||||||||||||||
Incumbent Directors
| Name | Age | Director Since | Term Expiring | Primary Occupation | Committee Memberships(1) | Other Public Company Boards | ||||||||||||||
| Bilal Rashid | 53 | 2017 | 2025 | Chairman, President and Chief Executive Officer of the Company | ― | 3 | ||||||||||||||
| Romita Shetty *† | 58 | 2018 | 2026 | Principal of DA Companies, parent of DA Capital LLC | A, C (chair), N | 1 | ||||||||||||||
| Kate M. Fitta* | 53 | 2021 | 2026 | Principal of Burren Green | A, C, N (chair) | 0 | ||||||||||||||
* Independent Director
† Preferred Stock Director
(1) A = Audit Committee, C = Compensation Committee, N = Nominating and Corporate Governance Committee
Director Qualifications
In considering whether to recommend any particular candidate for inclusion in the board of director’s slate of recommended director nominees, the nominating and corporate governance committee applies the criteria attached to its charter. These criteria include the candidate’s integrity, business acumen, knowledge of our business and industry, experience, diligence, conflicts of interest and the ability to act in the interests of all stockholders. The nominating and corporate governance committee does not assign specific weights to particular criteria and no particular criterion is a prerequisite for each prospective nominee.
We believe that our directors and director nominees have an appropriate balance of knowledge, experience, attributes, skills and expertise required for our board of directors as a whole and that we have sufficient independent directors to comply with applicable law and regulations. We believe that our directors have a broad range of personal and professional characteristics. The following tables summarize certain of these key qualifications, attributes, skills and experiences, and identify director candidates possessing the same.
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Experience, Expertise or Attribute
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Importance
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| Leadership and Management Ability (L) | The Company believes that those who have held significant executive leadership roles bring a unique perspective to board service. Generally, these individuals possess a number of important leadership qualities, including strategic planning skills, practical application of risk analysis, the ability to problem solve in even the most difficult of circumstances, and the ability to make highly impactful, definitive decisions. | ||||||||||
| Financial Experience (FE) | An understanding of finance, the financial services industry and asset management is an important component of serving on our board of directors. | ||||||||||
| Audit and Financial Reporting (AFR) | Experience as an accountant or auditor at a large accounting firm, chief financial officer, chief accounting officer or other similar position in accounting and financial reporting mitigates financial risks and enhances the oversight role of the board of directors. | ||||||||||
| Structured Finance Experience (SFE) | Directors with experience in structured finance transactions and investments possess additional qualifications to oversee the Company’s operations and investment strategy. | ||||||||||
| Corporate Governance (CG) | The rules, responsibilities and obligations governing the Company, and its subsidiaries, create a framework from within which the Company operates and executes its strategic mission. As such, they create an important backdrop to every board discussion, decision and plan, and knowledge of these rules aids in fostering such discussions, making such decisions and creating such plans. | ||||||||||
| Innovation and Strategic Proposals (ISP) | The practical, solutions-oriented experience that comes with business operations and the planning, implementation and maintenance of strategic activities provides a valuable backdrop for the performance of board activities. Accordingly, the Company seeks and values directors with experience in a variety of business operations and strategic planning. | ||||||||||
| Risk Management (RM) | Risk management plays an integral role in all facets of the Company’s decision-making and strategic planning. Failure to appropriately identify, anticipate or plan for, and respond to, material risks could have a meaningful, detrimental impact to the Company. Accordingly, directors with practical risk management experience are particularly important to the Company. | ||||||||||
| Diversity (D) | The Company recognizes that board diversity, including of gender, race, ethnicity, experience, background, and thought creates a more balanced, inclusive, and better prepared decision-making body. | ||||||||||
| L | FE | AFR | SFE | CG | ISP | RM | D | |||||||||||||||||||
| Jeffrey A. Cerny | • | • | • | • | • | • | • | |||||||||||||||||||
| Kate M. Fitta | • | • | • | • | • | • | ||||||||||||||||||||
| Kathleen M. Griggs | • | • | • | • | • | • | • | |||||||||||||||||||
| Bilal Rashid | • | • | • | • | • | • | • | |||||||||||||||||||
| Romita Shetty | • | • | • | • | • | • | • | |||||||||||||||||||
Our board of directors does not have a specific diversity policy, but considers diversity of race, religion, national origin, gender, sexual orientation, disability, cultural background and professional experiences in evaluating candidates for board membership. We believe diversity is important because a variety of viewpoints contribute to an effective decision-making process. The table below provides certain highlights of the composition of our board members and nominee. Under Nasdaq rules, each Nasdaq-listed company with five or fewer directors must have, or explain why it does not have, at least one member of its board of directors who is “Diverse,” meaning, at minimum, either one Diverse director who self-identifies as (1) Female; or (2) an “Underrepresented Minority” or LGBTQ+. Diverse means an individual who self-identifies as female, an Underrepresented Minority or LGBTQ+. Each of the categories listed in the below table has the meaning as it is used in Nasdaq Rule 5605(f).
To see our Board Diversity Matrix as of June 22, 2023, please see the proxy statement filed with the SEC on July 6, 2023.
Board Diversity Matrix (as of June 20, 2024)
| Total Number of Directors | 5 | |||||||||||||
| Female | Male | Non-binary | Did not disclose gender | |||||||||||
| Part I: Gender Identity | ||||||||||||||
| Directors | 3 | 2 | ||||||||||||
| Part II: Demographic Background | ||||||||||||||
| African American or Black | ||||||||||||||
| Alaskan Native or Native American | ||||||||||||||
| Asian | 1 | |||||||||||||
| Hispanic or Latinx | ||||||||||||||
| Native Hawaiian or Pacific Islander | ||||||||||||||
| White | 2 | 1 | ||||||||||||
| Two or More Races or Ethnicities | ||||||||||||||
| LGBTQ+ | 1 | |||||||||||||
| Did Not Disclose Demographic Background | 1 | |||||||||||||
-7-
Set forth below for each of our directors, including the Class III director nominees, is information as of June 20, 2024 with respect to each director’s (a) name, address and age, (b) positions and offices with us, (c) principal occupation and business experience during at least the past five years, (d) directorships, if any, of other publicly held companies held during the past five years and (e) the year such person became a member of our board of directors.
Following each director’s biographical information, we have provided information concerning the particular experience, qualifications, attributes and/or skills that led our nominating and corporate governance committee and board of directors to determine that each individual should serve as a director.
Our Director Nominees
| Independent Director | |||||||||||||||||||||||||||||
| Ms. Griggs is considered independent for purposes of the 1940 Act. |
Number of Portfolios in Fund Complex Overseen
by Director or Nominees for Director(2)
|
Other Directorships Held by Director or Nominee for Director | |||||||||||||||||||||||||||
| Class III director nominee to be elected at the 2024 Annual Meeting (if elected, term to expire in 2027) | |||||||||||||||||||||||||||||
| Name, Address(1) and Age | Term of Office and Length of Time Served |
Position(s) Held with Fund, Principal Occupation and Other Business Experience During the Past Five Years
|
|||||||||||||||||||||||||||
|
Kathleen M. Griggs
(3)(4)(5)(6)
Age: 69
|
Director since 2018; term expires 2024 |
Ms. Griggs has been a managing director of Griggs Consulting, LLC, a consulting and advisory firm, since 2014. Prior to that, Ms. Griggs served as the Chief Financial Officer of j2 Global, Inc. from 2007 to 2014. Ms. Griggs also previously served as a Director, Audit Committee Chair and Governance Committee member for Chad Therapeutics, Inc. from 2001 to 2009. Ms. Griggs received a Bachelor of Science degree in Business Administration from the University of Redlands and a Master of Business Administration from the University of Southern California in Los Angeles.
Ms. Griggs, the chair of our audit committee, brings to our board of directors years of accounting expertise. Her knowledge of accounting principles, financial reporting rules and regulations, the evaluation of financial results and the oversight of the financial reporting process makes her an asset to our board of directors.
|
1
|
None
|
|||||||||||||||||||||||||
| Interested Director | |||||||||||||||||||||||||||||
| Mr. Cerny is an interested person, as defined in the 1940 Act, due to his position as an officer of the Company. |
Number of Portfolios in Fund Complex Overseen
by Director or Nominees for Director(2)
|
Other Directorships Held by Director or Nominee for Director | |||||||||||||||||||||||||||
| Class III director nominee to be elected at the 2024 Annual Meeting (if elected, term to expire in 2027) | |||||||||||||||||||||||||||||
| Name, Address(1) and Age | Term of Office and Length of Time Served |
Position(s) Held with Fund, Principal Occupation and Other Business Experience During the Past Five Years
|
|||||||||||||||||||||||||||
|
Jeffrey A. Cerny
Age: 61
|
Director since 2017; term expires 2024 |
Mr. Cerny has served as our Chief Financial Officer and Treasurer since 2017. Mr. Cerny also serves as the Chief Financial Officer and Treasurer of Hancock Park, as a director, Chief Financial Officer and Treasurer of OFS Capital, a Senior Managing Director and Chief Financial Officer of OFS Advisor, a Senior Managing Director, Chief Financial Officer and Treasurer of Orchard First Source Capital, Inc. (“OFSC”), as a Vice President and Chief Financial Officer of OFSAM Holdings and as a member of OFSAM Holdings’s executive committee. He also serves on various investment committees of OFS Advisor and its affiliates.
Mr. Cerny oversees the finance and accounting functions of the aforementioned entities as well as underwriting, credit monitoring and CLO portfolio compliance for OFS Advisor’s syndicated senior loan business. Prior to joining OFSC in 1999, Mr. Cerny held various positions at Sanwa Business Credit Corporation, American National Bank and Trust Company of Chicago and Charter Bank Group, a multi-bank holding company. Mr. Cerny holds a Bachelor of Science in Finance from Northern Illinois University, a Masters of Management in Finance and Economics from Northwestern University’s J.L. Kellogg School of Management, and a Juris Doctor from DePaul University’s School of Law. Mr. Cerny is NACD (National Association of Corporate Directors) Directorship Certified™ and has received a CERT Certificate in Cyber Oversight through the NACD’s Cyber Oversight Program.
Mr. Cerny brings to our board of directors extensive accounting and financial experience and expertise. He is also an experienced investor, including lending, structuring and workouts which makes him an asset to our board of directors. The breadth of his background and experience enables Mr. Cerny to provide unique insight into our strategic process and into the management of our investment portfolio.
|
2
|
OFS Capital
|
|||||||||||||||||||||||||
| Independent Directors |
Number of Portfolios in Fund Complex Overseen
by Director or Nominees for Director(2)
|
Other Directorships Held by Director or Nominee for Director | |||||||||||||||||||||||||||
| Ms. Shetty is considered independent for purposes of the 1940 Act. | |||||||||||||||||||||||||||||
| Name, Address(1) and Age | Term of Office and Length of Time Served |
Position(s) Held with Fund, Principal Occupation and Other Business Experience During the Past Five Years
|
|||||||||||||||||||||||||||
|
Romita Shetty
(3)(4)(5)(6)
Age: 58
|
Director since 2018; term expires 2026 |
Ms. Shetty is a partner of DA Management, an investment firm, which invests across public and private markets (including venture capital) in both equity and debt and owns DA Capital, an investment advisor. She currently serves on the board of directors of OFS Capital. Ms. Shetty has over 30 years of experience in fixed income and credit. At DA Capital, she has focused on special situations, structured credit and private investments. She participates in portfolio company boards and management and leads The Shopping Lab, an innovative consumer and data business that includes the Grocery Buddy app. She has also served in a management capacity as President of DA Capital Asia Pte Ltd. In 2007-2008, she ran the Global Special Opportunities group at Lehman Brothers, which invested proprietary capital. Prior to that, she co-ran the North American structured equity and credit markets and the Global Alternative Investment product businesses at RBS from 2004 to 2006. Previously, Ms. Shetty worked at JP Morgan from 1997 to 2004 where she ran their Global Structured Credit Derivatives as well as Financial Institutions Solutions and CDO businesses. She started her career at Standard & Poor’s in 1990 where she worked on a wide variety of credit ratings, including municipal bonds, financial institutions and asset-backed securities and managed a part of their ABS ratings business. Ms. Shetty holds a Bachelor of Arts (Honors) in History from St. Stephens College, India and a Master of International Affairs from Columbia University.
Ms. Shetty’s term as a Class II Director will expire in 2026.
Ms. Shetty, the chair of our compensation committee, has deep experience in fixed income and credit management and expertise in the Company’s intended investments qualifies her for service on our board of directors. Ms. Shetty’s background has enabled her to cultivate an enhanced understanding of operations and strategy with an added layer of risk management experience that is an important aspect of the composition of our board of directors.
|
2
|
OFS Capital
| |||||||||||||||||||||||||
| Our Current Directors (Continued) | |||||||||||||||||||||||||||||
| Independent Directors (Continued) |
Number of Portfolios in Fund Complex Overseen
by Director or Nominees for Director(2)
|
Other Directorships Held by Director or Nominee for Director | |||||||||||||||||||||||||||
| Ms. Fitta is considered independent for purposes of the 1940 Act. | |||||||||||||||||||||||||||||
| Name, Address(1) and Age | Term of Office and Length of Time Served |
Position(s) Held with Fund, Principal Occupation and Other Business Experience During the Past Five Years
|
|||||||||||||||||||||||||||
|
Kate M. Fitta
(3)(4)(5)
Age: 53
|
Director since 2021; term expires 2026 |
Ms. Fitta currently serves as Principal of Burren Green, the management and technology consulting practice she established in 2015. From 2008 to 2012, Ms. Fitta served as EMEA Head, Business Planning & Technology for Barclays Global Banking Division, and from 2012 to 2015, was Global Head, Business Planning & Technology. Ms. Fitta also worked at Lehman Brothers from 2007 to 2008 as Deputy Global Head, Business Planning & Technology where she managed business and technical staff across various geographies and architected the division’s first IT Governance Council. During her tenure as Chief Integration Officer, Criminal Justice for the New York City’s Mayor’s Office from 2003 to 2007, she led strategic planning and execution for technology integration across 17 criminal justice agencies in New York City and New York State. From 2002 to 2003, Ms. Fitta also worked as a functional manager on engagements within the Public Sector & Health Care Practices at Deloitte Consulting. Since 2002, through various consulting, operating and governance-related roles across sectors and geographies, Ms. Fitta has spear-headed an array of programs that fueled strategic business transformations and addressed myriad compliance, audit, risk and regulatory matters. Ms. Fitta earned her Master of Business Administration from Columbia Business School and her Bachelor of Arts in the Classics cum laude from Harvard University. Ms. Fitta is NACD (National Association of Corporate Directors) Directorship Certified™.
Ms. Fitta’s term as a Class II Director will expire in 2026.
Ms. Fitta’s vast management experience and expertise across various sectors and industries, including financial services, qualifies her for service on our board of directors. Ms. Fitta is a strategist and results-oriented problem-solver whose understanding of operations, technology and risk management enhances the diverse skillset and composition of our board of directors.
|
1
|
None
| |||||||||||||||||||||||||
| Our Current Directors (Continued) | ||||||||||||||
| Interested Director |
Number of Portfolios in Fund Complex Overseen
by Director or Nominees for Director(2)
|
Other Directorships Held by Director or Nominee for Director | ||||||||||||
| Mr. Rashid is an interested person, as defined in the 1940 Act, due to his position as an officer of the Company. | ||||||||||||||
| Name, Address(1) and Age | Term of Office and Length of Time Served |
Position(s) Held with Fund, Principal Occupation and Other Business Experience During the Past Five Years
|
||||||||||||
|
Bilal Rashid
Age: 53
|
Director since 2017; term expires 2025 |
Mr. Rashid has served as our Chairman of the Board since 2018 and President and Chief Executive Officer since 2017. He is also Chairman of the Board, President and Chief Executive Officer of Hancock Park and Chairman of the Board and Chief Executive Officer of OFS Capital, a member of the board of trustees of CIM RACR, an affiliate of the Company which is sub-advised by OFS Advisor, President and a Senior Managing Director of OFSC and OFS Advisor, Chief Executive Officer and President of OFSAM Holdings and a member of OFSAM Holdings’s executive committee. He also serves on various investment committees of OFS Advisor and its affiliates. Mr. Rashid has more than 25 years of experience in investing as it relates to corporate credit and structured credit, investment banking and debt capital markets. Over the years, he has advised and arranged financing for investment management companies and commercial finance companies including business development companies. Prior to joining OFSC in 2008, Mr. Rashid was a managing director in the global markets and investment banking division at Merrill Lynch. Before joining Merrill Lynch in 2005, he was a vice president at Natixis Capital Markets, which he joined as part of a large team move from Canadian Imperial Bank of Commerce (“CIBC”). Prior to CIBC, he worked as an investment analyst in the project finance area at the International Finance Corporation, which is part of the World Bank. Prior to that, Mr. Rashid was a financial analyst at Lehman Brothers. Mr. Rashid has a Bachelor of Science in Electrical Engineering from Carnegie Mellon University and a Master of Business Administration from Columbia University. Mr. Rashid’s term as a Class I Director will expire in 2025.
Through his years of work in investment banking, capital markets and in sourcing, leading and managing investments, Mr. Rashid has developed expertise and skills that are relevant to understanding the risks and opportunities that we face and which are critical to implementing our strategic goals and evaluating our operational performance.
|
4
|
OFS Capital, Hancock Park and CIM RACR
|
||||||||||
| Name | Age | Position | Held Position Since | |||||||||||
| Bilal Rashid | 53 | Chairman, President and Chief Executive Officer | 2017 | |||||||||||
| Jeffrey A. Cerny | 61 | Chief Financial Officer and Treasurer | 2017 | |||||||||||
| Mukya S. Porter(1) | 49 | Chief Compliance Officer | 2017 | |||||||||||
| Tod K. Reichert(2) | 62 | Corporate Secretary | 2017 | |||||||||||
| Kyle Spina(3) | 37 | Chief Accounting Officer | 2023 | |||||||||||
(1)
Mukya S. Porter
currently serves as the Chief Compliance Officer of OFS Credit, Hancock Park, OFS Capital, OFSC and OFS Advisor, in which capacity she oversees the compliance and risk management functions. Ms. Porter has over 15 years of experience advising investment advisers, investment banks and other financial institutions. Prior to joining OFSC, Ms. Porter served as a Senior Vice President of Compliance at Oaktree Capital Management, an alternative investment adviser, from 2012 to 2016, where she was responsible for oversight of the firm’s code of ethics program and the day-to-day management of an affiliated limited-purpose broker dealer. Prior to Oaktree, Ms. Porter held the position of Vice President and Senior Compliance Officer at Pacific Investment Management Company from 2010 to 2012 and prior to that, from 2004 to 2010, worked, first, as a Vice President in the Legal department at Morgan Stanley Global Wealth Management and, subsequently, as a Vice President of Compliance at Morgan Stanley Investment Management. Ms. Porter received a Bachelor of Science degree, magna cum laude, in Biology from Howard University in 1996 and a J.D. from the University of California, Berkeley School of Law in 2001.
(2)
Tod K. Reichert
currently serves as Corporate Secretary of OFS Credit, Hancock Park and OFS Capital, and as Managing Director, Chief Administrative Officer and General Counsel of OFS Advisor and OFSC, in which capacity he oversees the legal and operational functions of the firm. Mr. Reichert has over 25 years of experience as a strategic business partner, providing advice on general corporate governance and transactional matters, with a focus on securities laws, compliance, corporate finance, debt and equity investments, and mergers and acquisitions. Prior to joining OFSC, Mr. Reichert served as General Counsel, Chief Compliance Officer and Corporate Secretary of MCG Capital Corporation (Nasdaq: MCGC), managing the legal and compliance departments, overseeing complex litigation, and providing securities law, disclosure and transactional advice to the board of directors and senior management team, while serving as a member of the MCG credit committee and SBIC investment committee. Prior to joining MCG, Mr. Reichert worked as an attorney in private practice in New York, Princeton and Boston. Mr. Reichert received his J.D. from the Rutgers University School of Law - Newark and his BFA from the University of North Carolina. Mr. Reichert is NACD (National Association of Corporate Directors) Directorship Certified™ and has received a CERT Certificate in Cyber Oversight through the NACD’s Cyber Oversight Program.
(3)
Kyle Spina
currently serves as the Chief Accounting Officer of OFS Credit, Hancock Park and OFS Capital and Vice President and Controller of Fund Accounting and Reporting of OFS Advisor and OFSC. Mr. Spina has over 15 years of experience in public and private accounting. Prior to joining OFSC in April 2021, Mr. Spina held multiple controllership roles, serving as Assistant Controller of Credit Funds for Thoma Bravo, LP from 2020 to 2021 and Controller and Accounting Manager for Fidus Investment Corporation (NASDAQ: FDUS) and affiliates from 2016 to 2020. Mr. Spina began his career in public accounting from 2009 to 2016, including serving as an Audit Manager at BDO from 2014 to 2016, focusing on audits of public companies. Mr. Spina graduated from Purdue University with a Bachelor of Science degree in Accounting and Management and has been an active Certified Public Accountant since 2010.
-21-
FISCAL YEAR 2023 DIRECTOR COMPENSATION
The following table sets forth the compensation paid to our directors for the year ended October 31, 2023:
| Name |
Fees Earned or Paid in Cash(2)
($) |
Stock Awards
($) |
Total Compensation from OFS Credit
($) |
Total Compensation from Fund Complex(3)
($)
|
||||||||||
| Kathleen M. Griggs | 60,000 | — | 60,000 | 60,000 | ||||||||||
| Romita Shetty | 60,000 | — | 60,000 | 160,000 | ||||||||||
| Kate M. Fitta | 60,000 | — | 60,000 | 60,000 | ||||||||||
| Bilal Rashid(1) | — | — | — | — | ||||||||||
| Jeffrey A. Cerny(1) | — | — | — | — | ||||||||||
| Fee Category |
Fiscal Year Ended
October 31, 2023 ($) |
Fiscal Year Ended
October 31, 2022 ($) | ||||||||||||
| Audit Fees(1) | 340,776 | 462,081 | ||||||||||||
| Audit-Related Fees(2) | — | — | ||||||||||||
| Tax Fees(3) | 45,000 | 51,805 | ||||||||||||
| All Other Fees(4) | — | — | ||||||||||||
| Total Fees(5)(6) | 556,776 | 650,548 | ||||||||||||
| Category of Personal Information (“PI”) | Sources from which PI is/was collected | Purpose of collection | Categories of entities with whom PI is/was disclosed | ||||||||
|
Address and other identifiers – such as name, postal address, e-mail address, phone number, account name, date of birth, social security number, driver’s license number, photograph, passport number, or other similar identifiers
NOTE: The information in this category may include the following elements as defined as Sensitive Personal Information in the Act: social security number, driver’s license number, state identification card number, and/or passport number.
|
•
Directly from you;
•
Automatically when you use our website or services;
•
From third parties; including business partners, your employer, tax authorities and background/credit check providers; and
•
Publicly available sources
|
•
To provide you services;
•
To contact you to discuss the services or products you receive from us;
•
To respond to any questions or concerns you have raised;
•
To deal with administrative matters such as capital calls or redemptions;
•
To perform services on our behalf, such as customer service, processing or fulfilling orders;
•
To otherwise carry out our obligations arising under our contract with you and to enforce the same;
•
To carry out anti-money laundering and other compliance checks and controls;
•
To verify your identity or for other fraud and/or crime prevention;
•
To debug errors in our systems;
•
For marketing and advertising purposes; and
•
For internal research, analytics and development
|
•
Professional advisers, including depositories, administrators, custodians, investment advisers, accountancy and legal firms, in order to provide us with advice and services;
•
Service providers, including to provide and support our data management, analytics, security, background and credit checks, and storage systems;
•
Group companies, for business, marketing and operational purposes;
•
Transaction (merger and acquisition) partners, including to facilitate the diligence, negotiation, and completion phases of transactions contemplated by us, our parent company, or affiliated operating companies; and
•
Government authorities or other entities with legal authority to request the information
|
||||||||
-30-
| Category of Personal Information (“PI”) | Sources from which PI is/was collected | Purpose of collection | Categories of entities with whom PI is/was disclosed | ||||||||
|
Protected status – such as citizenship, ethnic background, gender
or other similar identifiers
NOTE: The information in this category may include the following elements as defined as Sensitive Personal Information in the Act: racial, ethnic, or national origin.
|
•
Directly from you;
•
From third parties; including business partners, your employer and background/credit check providers; and
•
Publicly available sources
|
•
To provide you services;
•
To contact you to discuss the services or products you receive from us;
•
To respond to any questions or concerns you have raised;
•
To deal with administrative matters;
•
To perform services on our behalf;
•
To otherwise carry out our obligations arising under our contract with you and to enforce the same;
•
To carry out anti-money laundering and other compliance checks and controls; and
•
To verify your identity or for other fraud and/or crime prevention
|
•
Professional advisers, including depositories, administrators, custodians, investment advisers, accountancy and legal firms, in order to provide us with advice and services;
•
Service providers, including to provide and support our data management, analytics, security, background and credit checks, and storage systems;
•
Group companies, for business, marketing and operational purposes;
•
Transaction (merger and acquisition) partners, including to facilitate the diligence, negotiation, and completion phases of transactions contemplated by us, our parent company, or affiliated operating companies; and
•
Government authorities or other entities with legal authority to request the information
|
||||||||
|
Electronic Communication such as e-mail communications and text messages
NOTE: The information in this category may include the following elements as defined as Sensitive Personal Information in the Act: the contents of mail, e-mail, or text messages, to which the business was not the intended recipient.
|
•
Automatically when you use our website or services
|
•
To debug errors in our systems;
•
For marketing and advertising purposes; and
•
For internal research, analytics and development
|
•
Group companies, for business, marketing and operational purposes
|
||||||||
|
Financial information such as bank account details, credit history, income details, assets and investment experience, risk tolerance or other similar identifiers
NOTE: The information in this category may include the following elements as defined as Sensitive Personal Information in the Act: log-in, financial account, debit card, or credit card number, in combination with any required security or access code, password, or credential allowing access to an account.
|
•
Directly from you;
•
From your employer;
•
Automatically when you use our website or services;
•
From third parties acting on your behalf; including business partners, accountancy and law firms; and
•
Background/credit check providers
|
•
To provide you services;
•
To deal with administrative matters such as invoicing, renewal or to audit customer transactions;
•
To perform services on our behalf, such as processing capital calls or redemptions;
•
To otherwise carry out our obligations arising under our contract with you and to enforce the same;
•
To carry out anti-money laundering and other compliance checks and controls; and
•
To verify your identity or for other fraud and/or crime prevention
|
•
Professional advisers, including depositories, administrators, custodians, investment advisers, accountancy and legal firms, in order to provide us with advice and services;
•
Service providers, including to provide and support our data management, analytics, security, and storage systems;
•
Group companies, for business, marketing and operational purposes;
•
Transaction partners, including to facilitate the diligence, negotiation, and completion phases of transactions contemplated by us, our parent company, or affiliated operating companies; and
•
Government authorities or other entities with legal authority to request the information
|
||||||||
| Category of Personal Information (“PI”) | Sources from which PI is/was collected | Purpose of collection | Categories of entities with whom PI is/was disclosed | ||||||||
| Commercial information – such as records of personal property, products or services purchased, obtained, or considered, or other purchasing or consuming histories or tendencies or other similar identifiers |
•
Directly from you;
•
Automatically when you use our website or services;
•
From third parties acting on your behalf; including business partners and law firms; and
•
Through publicly available sources
|
•
To provide you services; and
•
To otherwise carry out our obligations arising under our contract with you and to enforce the same
|
•
Professional advisers, including depositories, administrators, custodians, investment advisers, accountancy and legal firms, in order to provide us with advice and services;
•
Group companies, for business, marketing and operational purposes;
•
Transaction partners, including to facilitate the diligence, negotiation, and completion phases of transactions contemplated by us, our parent company, or affiliated operating companies; and
•
Government authorities or other entities with legal authority to request the information
|
||||||||
|
Education or other professional information, including veteran status or other similar identifiers
NOTE: The information in this category may include the following elements as defined in the Act as Sensitive Personal Information: union membership.
|
•
Directly from you;
•
From your employer; and
•
Through publicly available sources
|
•
To provide you services; and
•
To otherwise carry out our obligations arising under our contract with you and to enforce the same
|
•
Group companies, for business, marketing and operational purposes;
•
Transaction partners, including to facilitate the diligence, negotiation, and completion phases of transactions contemplated by you, us, our parent company, or affiliated operating companies; and
•
Government authorities or other entities with legal authority to request the information
|
||||||||
|
Inferences drawn from CCPA PI – such as individual profiles, preferences, characteristics, behaviors or other similar identifiers
|
•
Directly from you;
•
Automatically when you use our website or services; and
•
From third parties; including business partners or firms acting on your behalf
|
•
To provide you services;
•
To contact you to discuss the services or products you receive from us;
•
To respond to any questions or concerns you have raised;
•
To deal with administrative matters;
•
To perform services on your behalf, such as booking travel arrangements;
•
To otherwise carry out our obligations arising under our contract with you and to enforce the same;
•
For marketing and advertising purposes; and
•
For internal research, analytics and development
|
•
Group companies, for business, marketing and operational purposes
|
||||||||
a.
Your Right to Request Disclosure of Information We Collect and Disclose about You
If you are a California resident, the CCPA grants you the right to request certain information about our practices with respect to personal information. In particular, you can request the following:
1.
The categories of your personal information that we’ve collected.
2.
The specific pieces of your personal information that we’ve collected.
3.
The categories of sources from which we collected your personal information.
4.
The categories of your personal information that we’ve sold or disclosed for a business purpose.
5.
The business or commercial purposes for which we collected, sold or shared your personal information.
6.
The categories of third parties to whom we’ve disclosed your personal information.
-32-
To exercise your CCPA right to request this information, either e-mail us at
privacy@ofsmanagement.com
or contact us at 1-833-687-3622. These requests for disclosure are generally free.
b.
Your Right to Request the Deletion of Personal Information
Upon your request, and subject to certain exceptions, we will delete, and direct applicable service providers to delete, the personal information we have collected about you.
To exercise your right to request the deletion of your personal information, either e-mail us at
privacy@ofsmanagement.com
or contact us at 1-833-687-3622. These requests for deletion are generally free.
c.
Your Right to Ask Us Not to Sell or Share Your Personal Information
We do not, and will not, sell or share your personal information.
d.
Your Right to Request the Correction of Your Personal Information
Upon your request, and subject to certain limitations, we will correct any inaccurate personal information we maintain about you.
To exercise your right to request the correction of your personal information, either e-mail us at
privacy@ofsmanagement.com
or contact us at 1-833-687-3622. These requests for correction are generally free.
e.
Our Use or Disclosure of Sensitive Personal Information
We only use and disclose Sensitive Personal Information for the purposes set forth in Section 7027(m) of the CCPA regulations.
f.
Our Support for the Exercise of Your Data Rights
We are committed to providing you control over your personal information. If you exercise any of these rights explained in this section of the Privacy Notice, we will not disadvantage you. You will not be denied or charged different prices or rates for goods or services or provided a different level or quality of goods or services.
g.
How We Will Handle a Request to Exercise Your Rights
For requests for access or deletion, we will first acknowledge receipt of your request. We will provide a substantive response to your request as soon as we can, generally within 45 days from when we receive your request, although we may be allowed to take longer to process your request under certain circumstances. If we expect your request is going to take us longer than normal to fulfil, we’ll let you know.
When you make a request to access, correct, or delete your personal information, we will take steps to verify your identity. These steps may include asking you for personal information, such as your name, address, or other information we maintain about you. If we are unable to verify your identity with the degree of certainty required, we will not be able to respond to the request. We will notify you to explain the basis of the denial.
You may also designate an authorized agent to submit requests on your behalf. If you do so, you will be required to verify your identity by providing us with certain personal information as described above. Additionally, we will also require that you provide the agent with written permission to act on your behalf, and we will deny the request if the agent is unable to submit proof to us that you have authorized them to act on your behalf.
-33-
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:
The Notice of Annual Meeting and Proxy Statement, Annual Report on Form N-CSR and Semi-Annual Report on Form N-CSR are available at
www.proxyvote.com
.
| DETACH AND RETURN THIS PORTION ONLY | |||||
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
OFS CREDIT COMPANY, INC.
FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON AUGUST 15, 2024
PROXY FOR SHARES OF COMMON STOCK AND PREFERRED STOCK
The undersigned, revoking all prior proxies, hereby appoints Jeffrey A. Cerny and Tod K. Reichert, as proxies, each with the power to appoint his substitute, and hereby authorizes each of them to represent and vote, as designated on the reverse side, all shares of Common Stock or Preferred Stock, as applicable, of OFS Credit Company, Inc. held of record by the undersigned on June 20, 2024 at the Annual Meeting of Stockholders to be held on August 15, 2024 at 10:00 a.m., local time, at 10 South Wacker Drive, 25th Floor, Chicago, Illinois 60606, and any adjournments or postponements thereof. The undersigned hereby directs Messrs. Cerny and Reichert to vote in accordance with their best judgment on any matters which may properly come before the Annual Meeting, all as indicated in the Notice of Annual Meeting, receipt of which is hereby acknowledged, and to act on the matters set forth in such Notice as specified by the undersigned.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED. IF NO DIRECTION IS GIVEN WITH RESPECT TO A PARTICULAR PROPOSAL, THIS PROXY WILL BE VOTED
FOR
THE ELECTION OF THE LISTED NOMINEE OF OUR BOARD OF DIRECTORS UNDER PROPOSAL 1,
FOR
PROPOSAL 2 AND, IN THE DISCRETION OF MESSRS. CERNY AND REICHERT, ON ANY OTHER ITEMS THAT MAY PROPERLY COME BEFORE THE ANNUAL MEETING. ATTENDANCE OF THE UNDERSIGNED AT THE ANNUAL MEETING OR AT ANY ADJOURNMENT OR POSTPONEMENT THEREOF WILL NOT BE DEEMED TO REVOKE THE PROXY UNLESS THE UNDERSIGNED REVOKES THIS PROXY IN WRITING.
(Continued and to be signed on the reverse side)
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:
The Notice of Annual Meeting and Proxy Statement, Annual Report on Form N-CSR and Semi-Annual Report on Form N-CSR are available at
www.proxyvote.com
.
| DETACH AND RETURN THIS PORTION ONLY | |||||
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
OFS CREDIT COMPANY, INC.
FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON AUGUST 15, 2024
PROXY FOR SHARES OF PREFERRED STOCK
The undersigned, revoking all prior proxies, hereby appoints Jeffrey A. Cerny and Tod K. Reichert, as proxies, each with the power to appoint his substitute, and hereby authorizes each of them to represent and vote, as designated on the reverse side, all shares of Preferred Stock, as applicable, of OFS Credit Company, Inc. held of record by the undersigned on June 20, 2024 at the Annual Meeting of Stockholders to be held on August 15, 2024 at 10:00 a.m., local time, at 10 South Wacker Drive, 25th Floor, Chicago, Illinois 60606, and any adjournments or postponements thereof. The undersigned hereby directs Messrs. Cerny and Reichert to vote in accordance with their best judgment on any matters which may properly come before the Annual Meeting, all as indicated in the Notice of Annual Meeting, receipt of which is hereby acknowledged, and to act on the matters set forth in such Notice as specified by the undersigned.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED. IF NO DIRECTION IS GIVEN WITH RESPECT TO A PARTICULAR PROPOSAL, THIS PROXY WILL BE VOTED
FOR
THE ELECTION OF THE PREFERRED STOCK NOMINEE OF OUR BOARD OF DIRECTORS UNDER PROPOSAL 1 AND, IN THE DISCRETION OF MESSRS. CERNY AND REICHERT, ON ANY OTHER ITEMS THAT MAY PROPERLY COME BEFORE THE ANNUAL MEETING. ATTENDANCE OF THE UNDERSIGNED AT THE ANNUAL MEETING OR AT ANY ADJOURNMENT OR POSTPONEMENT THEREOF WILL NOT BE DEEMED TO REVOKE THE PROXY UNLESS THE UNDERSIGNED REVOKES THIS PROXY IN WRITING.
(Continued and to be signed on the reverse side)
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