Oxford Lane Capital Sets Director Elections for October 24 Annual Meeting
Ticker: OXLCG · Form: DEF 14A · Filed: Sep 4, 2025 · CIK: 1495222
| Field | Detail |
|---|---|
| Company | Oxford Lane Capital Corp. (OXLCG) |
| Form Type | DEF 14A |
| Filed Date | Sep 4, 2025 |
| Risk Level | low |
| Pages | 16 |
| Reading Time | 20 min |
| Key Dollar Amounts | $0.01, $100,000, $10,001, $50,000, $1 |
| Sentiment | neutral |
Sentiment: neutral
Topics: Proxy Statement, Director Elections, Corporate Governance, Annual Meeting, Shareholder Voting, Preferred Stock, Common Stock
TL;DR
**OXLC's director elections are a rubber stamp for current leadership, but watch institutional preferred holders for any dissent.**
AI Summary
Oxford Lane Capital Corp. (OXLC) is holding its 2025 Annual Meeting on October 24, 2025, to elect two directors. Jonathan H. Cohen, CEO, is nominated for election by holders of both Common and Preferred Stock, while Mark J. Ashenfelter is nominated for election solely by Preferred Stock holders, both for three-year terms. As of the August 27, 2025 Record Date, there were 482,902,319 shares of Common Stock and 8,761,706 shares of Preferred Stock outstanding. The Board of Directors unanimously recommends voting 'FOR' both nominees. Notably, Jonathan H. Cohen beneficially owns 7,824,728 shares (1.62%) of Common Stock, and Saul B. Rosenthal owns 7,789,887 shares (1.61%) of Common Stock. Eagle Point Credit Management LLC and affiliates hold a significant 21.75% (1,905,838 shares) of Preferred Stock, and Karpus Management, Inc. holds 9.96% (873,033 shares) of Preferred Stock. The company encourages online voting to reduce processing costs and reserves the right to change the meeting format to remote communications.
Why It Matters
This DEF 14A filing outlines the upcoming director elections, which are crucial for Oxford Lane Capital's governance and strategic direction. The re-election of CEO Jonathan H. Cohen signals continuity in leadership, impacting investor confidence and the company's long-term strategy in the competitive CLO market. Significant beneficial ownership by key executives and institutional holders like Eagle Point Credit Management (21.75% of Preferred Stock) means their voting decisions will heavily influence the outcome and potentially future corporate actions. For employees and customers, stable leadership can translate to consistent business operations and strategic focus, while a shift could introduce uncertainty.
Risk Assessment
Risk Level: low — The risk level is low because this DEF 14A filing primarily concerns routine director elections with unanimous board recommendation for the nominees, Jonathan H. Cohen and Mark J. Ashenfelter. There are no contested elections or significant proposals that would introduce immediate financial or operational risk, and the company explicitly states, "We are not aware of any other business, or any other nominees for election as director, that may properly be brought before the Annual Meeting."
Analyst Insight
Investors should vote 'FOR' the director nominees as recommended by the board, especially if they seek continuity in Oxford Lane Capital's current strategy. Preferred stockholders, particularly large holders like Eagle Point Credit Management, should ensure their votes are cast to maintain their influence on the board composition, given their specific voting rights for Mr. Ashenfelter.
Financial Highlights
- debt To Equity
- N/A
- revenue
- $N/A
- operating Margin
- N/A%
- total Assets
- $N/A
- total Debt
- $N/A
- net Income
- $N/A
- eps
- $N/A
- gross Margin
- N/A%
- cash Position
- $N/A
- revenue Growth
- +N/A%
Key Numbers
- October 24, 2025 — Annual Meeting Date (Date of the 2025 Annual Meeting of Stockholders)
- August 27, 2025 — Record Date (Date for determining stockholders entitled to vote)
- 482,902,319 — Common Stock Shares Outstanding (Number of Common Stock shares entitled to vote as of Record Date)
- 8,761,706 — Preferred Stock Shares Outstanding (Number of Preferred Stock shares entitled to vote as of Record Date)
- 7,824,728 — Jonathan H. Cohen's Common Stock Ownership (Represents 1.62% of Common Stock)
- 1,905,838 — Eagle Point Credit Management LLC Preferred Stock Ownership (Represents 21.75% of Preferred Stock)
- 873,033 — Karpus Management, Inc. Preferred Stock Ownership (Represents 9.96% of Preferred Stock)
- 3 years — Director Term Length (Term for elected directors Jonathan H. Cohen and Mark J. Ashenfelter)
- 8:30 a.m. — Annual Meeting Time (Start time for the Annual Meeting)
- 15,660,321 — Executive Officers and Directors Common Stock Ownership (Represents 3.24% of Common Stock as a group)
Key Players & Entities
- Oxford Lane Capital Corp. (company) — Registrant
- Jonathan H. Cohen (person) — Chief Executive Officer and director nominee
- Mark J. Ashenfelter (person) — Director nominee
- Saul B. Rosenthal (person) — Interested Director
- Eagle Point Credit Management LLC (company) — Beneficial owner of Preferred Stock
- Karpus Management, Inc. (company) — Beneficial owner of Preferred Stock
- Bruce L. Rubin (person) — Corporate Secretary and Executive Officer
- U.S. Securities and Exchange Commission (regulator) — Regulatory body for filings
- Oxford Lane Management, LLC (company) — Company's investment adviser
- Oxford Funds, LLC (company) — Company's administrator
FAQ
When is Oxford Lane Capital Corp.'s 2025 Annual Meeting of Stockholders?
Oxford Lane Capital Corp.'s 2025 Annual Meeting of Stockholders is scheduled for October 24, 2025, at 8:30 a.m., Eastern Time, at the company's corporate headquarters in Greenwich, Connecticut.
Who are the director nominees for Oxford Lane Capital Corp. in 2025?
The director nominees for Oxford Lane Capital Corp. in 2025 are Mr. Jonathan H. Cohen, who will be elected by holders of Common and Preferred Stock voting together, and Mr. Mark J. Ashenfelter, who will be elected solely by holders of Preferred Stock.
What is the Record Date for voting at Oxford Lane Capital Corp.'s 2025 Annual Meeting?
The Record Date for voting at Oxford Lane Capital Corp.'s 2025 Annual Meeting is the close of business on August 27, 2025. Stockholders of record on this date are entitled to vote.
How many shares of Common Stock are outstanding for Oxford Lane Capital Corp.?
As of the Record Date, August 27, 2025, there were 482,902,319 shares of Oxford Lane Capital Corp.'s Common Stock outstanding and entitled to vote.
What is the Board of Directors' recommendation for the director nominees at Oxford Lane Capital Corp.?
The Board of Directors of Oxford Lane Capital Corp., including all independent directors, unanimously recommends that stockholders vote 'FOR' the company's director nominees, Jonathan H. Cohen and Mark J. Ashenfelter.
Can Oxford Lane Capital Corp. change the format of its Annual Meeting?
Yes, Oxford Lane Capital Corp. reserves the right to reconsider the date, time, and/or means of convening the Annual Meeting, including holding it by means of remote communications. Any changes will be announced by press release and filed with the SEC.
Who are the significant beneficial owners of Oxford Lane Capital Corp.'s Preferred Stock?
Significant beneficial owners of Oxford Lane Capital Corp.'s Preferred Stock include Eagle Point Credit Management LLC and affiliates, holding 1,905,838 shares (21.75%), and Karpus Management, Inc., holding 873,033 shares (9.96%).
What is the voting requirement for electing directors at Oxford Lane Capital Corp.?
In an uncontested election, a plurality of the votes cast at a meeting with a quorum is sufficient to elect a director. Jonathan H. Cohen requires a plurality of votes from Common and Preferred Stock holders voting together, while Mark J. Ashenfelter requires a plurality of votes solely from Preferred Stock holders.
How can Oxford Lane Capital Corp. stockholders vote their shares?
Stockholders can vote by telephone, over the Internet by following instructions on the Notice of Internet Availability of Proxy Materials, by mail if hard copies are requested, or in person at the Annual Meeting.
What happens if a quorum is not present at Oxford Lane Capital Corp.'s Annual Meeting?
If a quorum is not present at Oxford Lane Capital Corp.'s Annual Meeting, the Board of Directors may postpone, or the stockholders represented may adjourn, the meeting to permit further solicitation of proxies until a quorum is present.
Industry Context
Oxford Lane Capital Corp. operates within the Business Development Company (BDC) sector, which focuses on providing financing to small and middle-market companies. This sector is sensitive to interest rate changes and credit market conditions. BDCs often invest in debt instruments, making them susceptible to default risks and valuation fluctuations.
Regulatory Implications
As a BDC, Oxford Lane Capital Corp. is subject to the Investment Company Act of 1940, which imposes specific regulations on its operations, investments, and governance. Changes in regulations or interpretations of the 1940 Act could impact its business model and profitability.
What Investors Should Do
- Review director nominees' qualifications and independence.
- Monitor significant shareholder positions.
- Consider the implications of the dual stock classes.
- Evaluate the company's recommendation to vote 'FOR' nominees.
Key Dates
- 2025-10-24: Annual Meeting Date — Date for electing directors and other corporate matters.
- 2025-08-27: Record Date — Determines which shareholders are eligible to vote at the Annual Meeting.
Glossary
- DEF 14A
- A filing with the SEC that provides detailed information about a company's annual meeting, including director nominations, executive compensation, and other corporate governance matters. (This document outlines the agenda and relevant details for Oxford Lane Capital Corp.'s annual meeting.)
- Beneficial Ownership
- The power to direct the voting or disposition of a security, even if the securities are not registered in the owner's name. (Used to identify significant shareholders and management's holdings in Oxford Lane Capital Corp.)
- Investment Company Act of 1940
- A U.S. federal law that regulates the organization and operation of companies, including mutual funds, that engage primarily in investing, reinvesting, and trading in securities, and whose own securities are offered to the investing public. (Defines 'interested directors' for Oxford Lane Capital Corp., impacting board composition and governance.)
- Schedule 13G/13D
- SEC filings required for entities or individuals who acquire beneficial ownership of more than 5% of a company's registered equity securities. (Provides information on major shareholders like Eagle Point Credit Management LLC and Karpus Management, Inc.)
Year-Over-Year Comparison
This DEF 14A filing focuses on the upcoming annual meeting and director elections. Specific comparative financial metrics like revenue growth, margin changes, or debt-to-equity ratios from a previous filing are not detailed within this excerpt. The primary focus is on corporate governance and shareholder voting matters, rather than a year-over-year financial performance review.
Filing Stats: 4,949 words · 20 min read · ~16 pages · Grade level 11.8 · Accepted 2025-09-04 16:07:31
Key Financial Figures
- $0.01 — y's outstanding common stock, par value $0.01 per share ("Common Stock"), and outstan
- $100,000 — ted Directors Jonathan H. Cohen Over $100,000 Saul B. Rosenthal Over $100,000 Inde
- $10,001 — henfelter Over $100,000 John Reardon $10,001 – $50,000 David S. Shin $10,001 – $50
- $50,000 — Over $100,000 John Reardon $10,001 – $50,000 David S. Shin $10,001 – $50,000 ____
- $1 — (1) Dollar ranges are as follows: None, $1 – $10,000, $10,001 – $50,000, $50,001 –
- $10,000 — ollar ranges are as follows: None, $1 – $10,000, $10,001 – $50,000, $50,001 – $100,000,
- $50,001 — None, $1 – $10,000, $10,001 – $50,000, $50,001 – $100,000, or Over $100,000. (2) The
- $3.66 — e closing price for our Common Stock of $3.66 on the Record Date on the NASDAQ Global
Filing Documents
- ea0255797-01_def14a.htm (DEF 14A) — 630KB
- tproxy_001.jpg (GRAPHIC) — 1062KB
- tproxy_002.jpg (GRAPHIC) — 1119KB
- tproxy_003.jpg (GRAPHIC) — 1066KB
- tproxy_004.jpg (GRAPHIC) — 1207KB
- 0001213900-25-084505.txt ( ) — 11219KB
- oxlc-20250903.xsd (EX-101.SCH) — 9KB
- oxlc-20250903_lab.xml (EX-101.LAB) — 33KB
- ea0255797-01_def14a_htm.xml (XML) — 2KB
Security Ownership of Certain Beneficial Owners and Management
Security Ownership of Certain Beneficial Owners and Management The following table sets forth, as of the Record Date, certain information regarding the beneficial ownership of Common Stock and Preferred Stock of the Company by each current director, the director nominees, the Company's executive officers, each person known to us to beneficially own 5% or more of the outstanding shares of our Common Stock or Preferred Stock, and the executive officers and directors as a group. Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to the securities. Ownership information for those persons who beneficially own 5% or more of our shares of Common Stock or Preferred Stock is based upon Schedule 13G or 13D filings, or amendments thereto, by such persons with the SEC and other information obtained from such persons, if available. Unless otherwise indicated, the Company believes that each beneficial owner set forth in the table has sole voting and investment power and has the same address as the Company. Our corporate headquarters are located at 8 Sound Shore Drive, Suite 255, Greenwich, Connecticut 06830. The Company's directors are divided into two groups — interested directors and independent directors. Interested directors are "interested persons" as defined in Section 2(a)(19) of the Investment Company Act of 1940 (the "1940 Act"). Name of Beneficial Owner Number of Shares of Common Stock Beneficially Owned (1) Percentage of Class of Common Stock (2) Number of Shares of Preferred Stock Beneficially Owned (1) Percentage of Class of Preferred Stock (2) Interested Directors Jonathan H. Cohen 7,824,728 1.62 % — — Saul B. Rosenthal 7,789,887 (3) 1.61 % — — Independent Directors Mark J. Ashenfelter 30,000 * — — John Reardon 6,000 * — — David S. Shin 5,728 * — — Executive Officers Bruce L. Rubin 3,978 * — — Gerald Cummins — — — —