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Section 1: 8-K (8-K)




Washington, D.C. 20549






Current Report Pursuant to Section 13 or 15(d) of  

the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported):


July 27, 2018



(Exact name of registrant as specified in its charter)


Maryland 000-50398 20-0188736
(State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.)

8 Sound Shore Drive, Suite 255

Greenwich, CT 06830 

(Address of principal executive offices and zip code)


Registrant’s telephone number, including area code: (203) 983-5275


Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)


Emerging growth company  ☐


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐





Item 5.07.Submission of Matters to a Vote of Security Holders


On July 27, 2018, Oxford Square Capital Corp. (the “Company”) held its Annual Meeting of Stockholders (the “Meeting”). Set forth below are the proposals voted upon at the Meeting, as set forth in the Company’s Definitive Proxy Statement on Schedule 14A, filed with the U.S. Securities and Exchange Commission on June 26, 2018, and the final voting tabulation reported by the Company’s inspector of elections.


The Company’s Board of Directors fixed the close of business on June 20, 2018 as the record date for identifying those stockholders entitled to notice of, and to vote at, the Meeting.  A total of 49,702,768 shares of the Company’s common stock were entitled to vote at the Meeting. A quorum of the stockholders was present at the Meeting. The final voting results for each of the proposals were as follows:


Proposal 1. Stockholders elected two nominees for directors, who will each serve for a three-year term to expire at the 2021 Annual Meeting of Stockholders based on the following votes:



  For   Withheld   Broker Non-
Jonathan H. Cohen   15,347,178    597,370     
George Stelljes III   13,250,540    2,694,008     


Proposal 2. Stockholders ratified the appointment of PricewaterhouseCoopers LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018 based on the following votes: 


For   Against   Abstain   Broker
  44,203,112     492,657     389,323    

The Company had also solicited votes for the adjournment of the Meeting, if necessary or appropriate, to solicit additional proxies (“Proposal 3”). However, since it was not necessary to adjourn the Meeting to solicit additional votes on the first two proposals, a vote was not taken on Proposal 3.







Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Date:    July 30, 2018 OXFORD SQUARE CAPITAL CORP.  
  By:  /s/ Saul B. Rosenthal  
    Saul B. Rosenthal  




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