PSEC to Elect Directors, Signals Potential Share Buybacks
Ticker: PSEC-PA · Form: DEF 14A · Filed: Sep 18, 2025 · CIK: 1287032
| Field | Detail |
|---|---|
| Company | Prospect Capital Corp (PSEC-PA) |
| Form Type | DEF 14A |
| Filed Date | Sep 18, 2025 |
| Risk Level | low |
| Pages | 16 |
| Reading Time | 19 min |
| Key Dollar Amounts | $773,052.26, $100,000, $100,000 M |
| Sentiment | neutral |
Sentiment: neutral
Topics: Proxy Statement, Director Election, Share Repurchase, Corporate Governance, Virtual Meeting, Preferred Stock, BDC
Related Tickers: PSEC
TL;DR
**PSEC's director elections and stated intent for buybacks suggest a stable outlook, making it a hold for income-focused investors.**
AI Summary
Prospect Capital Corporation (PSEC-PA) is holding its 2025 Annual Meeting of Stockholders virtually on December 16, 2025, to elect two Class III directors. John F. Barry III, CEO, is nominated for election by common and preferred stockholders, while Eugene S. Stark is nominated for election solely by preferred stockholders, both to serve until the 2028 Annual Meeting. As of September 17, 2025, the company had 465,087,009 shares of common stock outstanding and a total of 69,323,878 shares across ten series of preferred stock. The company explicitly stated its intention to repurchase outstanding securities, including common stock, preferred stock, and debt, as required by securities law. A quorum requires the presence of stockholders entitled to cast a majority of votes, and the election of each director requires the affirmative vote of a majority of outstanding shares entitled to vote for that specific director. The company has engaged EQ Fund Solutions, LLC for proxy solicitation at a cost of approximately $773,052.26.
Why It Matters
This DEF 14A filing is crucial for investors as it outlines the upcoming director elections, which can influence future governance and strategic direction. The explicit mention of potential share and debt repurchases could signal management's confidence in the company's valuation and a commitment to returning capital to shareholders, potentially impacting stock price and yield for PSEC-PA, a preferred stock. For employees and customers, stable leadership from the Board of Directors, including CEO John F. Barry III, ensures continuity in business operations and strategic focus. In the competitive BDC landscape, such capital allocation strategies and governance stability are key differentiators.
Risk Assessment
Risk Level: low — The risk level is low because the filing primarily concerns routine director elections and a standard disclosure about potential security repurchases. There are no indications of significant operational changes, financial distress, or contentious shareholder proposals. The company is simply fulfilling its regulatory obligations for its 2025 Annual Meeting.
Analyst Insight
Investors should review the director nominees, John F. Barry III and Eugene S. Stark, to ensure alignment with their investment thesis. Given the explicit mention of potential security repurchases, investors might consider this a positive signal for capital management and potential support for PSEC's various outstanding securities.
Key Numbers
- 465,087,009 — Common Stock Shares Outstanding (As of September 17, 2025, each share entitled to one vote.)
- 69,323,878 — Total Preferred Stock Shares Outstanding (Across ten series as of September 17, 2025, each share entitled to one vote.)
- December 16, 2025 — Annual Meeting Date (Date of the virtual 2025 Annual Meeting of Stockholders.)
- September 17, 2025 — Record Date (Stockholders of record on this date are eligible to vote at the Annual Meeting.)
- $773,052.26 — Proxy Solicitation Fee (Cost paid to EQ Fund Solutions, LLC for proxy solicitation services.)
Key Players & Entities
- PROSPECT CAPITAL CORP (company) — Registrant for DEF 14A filing
- John F. Barry III (person) — Chief Executive Officer and Class III director nominee
- Eugene S. Stark (person) — Class III director nominee
- EQ Fund Solutions, LLC (company) — Proxy solicitor for Prospect Capital Corporation
- Kristin Van Dask (person) — Chief Financial Officer, Chief Compliance Officer, Treasurer and Secretary
- Prospect Capital Management L.P. (company) — Company's investment adviser
- Prospect Administration LLC (company) — Company's administrator
- $773,052.26 (dollar_amount) — Fee for EQ Fund Solutions, LLC's proxy solicitation services
- Securities and Exchange Commission (regulator) — Regulates the filing of DEF 14A
- Investment Company Act of 1940 (regulator) — Governs preferred stock voting rights for director elections
FAQ
What is the purpose of Prospect Capital Corporation's 2025 Annual Meeting?
The 2025 Annual Meeting of Prospect Capital Corporation is primarily for the election of two Class III directors: John F. Barry III and Eugene S. Stark. Mr. Barry will be voted upon by common and preferred stockholders, while Mr. Stark will be voted upon solely by preferred stockholders, both to serve until the 2028 Annual Meeting.
When and where will the Prospect Capital Corporation Annual Meeting be held?
The Annual Meeting will be held virtually on December 16, 2025, at 3:30 p.m., Eastern Time. Stockholders can access the meeting online at www.virtualshareholdermeeting.comPSEC2025.
Who are the director nominees for Prospect Capital Corporation?
The director nominees for Prospect Capital Corporation are Mr. John F. Barry III, who is also the Chief Executive Officer, and Mr. Eugene S. Stark. Both are nominated as Class III directors to serve until the 2028 Annual Meeting.
What is the record date for voting at the Prospect Capital Corporation Annual Meeting?
The record date for voting at Prospect Capital Corporation's 2025 Annual Meeting is September 17, 2025. Only stockholders of record at the close of business on this date are entitled to vote.
How many shares of common and preferred stock does Prospect Capital Corporation have outstanding?
As of September 17, 2025, Prospect Capital Corporation had 465,087,009 shares of common stock outstanding and a total of 69,323,878 shares across ten series of preferred stock outstanding.
What is the voting requirement for director elections at Prospect Capital Corporation?
The election of a director requires the affirmative vote of the holders of a majority of shares of stock outstanding and entitled to vote thereon. For Mr. Barry, common and preferred stock vote together; for Mr. Stark, preferred stock votes as a separate class.
What is a 'broker non-vote' and how does it affect the quorum for Prospect Capital Corporation's meeting?
A broker non-vote occurs when a nominee holds shares for a beneficial owner, is present at the meeting, but has no voting instructions and no discretionary authority on a matter. Broker non-votes are treated as present for establishing a quorum but will have the effect of a vote against a nominee.
Has Prospect Capital Corporation engaged a proxy solicitor for the Annual Meeting?
Yes, Prospect Capital Corporation has retained EQ Fund Solutions, LLC to assist in the solicitation of proxies for the Annual Meeting. The fee for these services is approximately $773,052.26 plus out-of-pocket expenses.
Can Prospect Capital Corporation repurchase its own securities?
Yes, Prospect Capital Corporation has stated its intention to repurchase a portion of its outstanding securities, including shares of its common stock, shares of its preferred stock, and debt, as required by applicable securities law.
What happens if a quorum is not met at Prospect Capital Corporation's Annual Meeting?
If a quorum is not met, the chairman of the Annual Meeting may adjourn the meeting to permit further solicitation of proxies, which would incur additional expenses for the company.
Industry Context
Prospect Capital Corporation operates within the business development company (BDC) sector, which provides financing to middle-market companies. This sector is sensitive to interest rate environments and economic cycles, impacting the credit quality and investment returns of BDCs. Competition among BDCs for attractive investment opportunities can be intense.
Regulatory Implications
As a BDC, Prospect Capital Corporation is subject to the Investment Company Act of 1940, which dictates regulations regarding its structure, operations, and disclosure requirements. The company's proxy statement adheres to SEC regulations for shareholder communication and voting processes.
What Investors Should Do
- Review director nominees' qualifications and independence.
- Note the company's stated intention to repurchase securities.
- Understand voting requirements for director elections.
Key Dates
- 2025-12-16: 2025 Annual Meeting of Stockholders — To elect two Class III directors, John F. Barry III and Eugene S. Stark, and to vote on other business as may properly come before the meeting.
- 2025-09-17: Record Date for Annual Meeting — Stockholders of record on this date are eligible to vote at the Annual Meeting.
Glossary
- DEF 14A
- A proxy statement filed by a company with the U.S. Securities and Exchange Commission (SEC) when it is soliciting proxies from shareholders for its annual meeting. (This document contains the information shareholders need to vote on matters presented at the annual meeting, including director elections and executive compensation.)
- Interested Director
- A director who is an 'interested person' of the Company, as defined by the Investment Company Act of 1940. (Identifies directors who may have potential conflicts of interest, which is important for assessing board independence and governance.)
- Independent Director
- A director who is not an 'interested person' of the Company. (Indicates directors who are expected to provide objective oversight and act in the best interests of all shareholders.)
- Beneficial Ownership
- The power to direct or the power to determine the security's voting or investment rights, or the power to dispose of the security. (Used to identify who truly controls or influences the company's voting securities, beyond just legal title.)
- 1940 Act
- The Investment Company Act of 1940, a U.S. federal law that regulates the organization of companies, including mutual funds, closed-end funds, and unit investment trusts. (Governs many aspects of Prospect Capital Corporation's operations and definitions, such as 'interested persons' and control.)
Year-Over-Year Comparison
This filing is a proxy statement for the 2025 Annual Meeting and does not contain comparative financial performance data against the prior year's annual report. Key metrics such as revenue, net income, and margins would typically be found in the company's annual report (10-K) or previous proxy statements (DEF 14A) for comparison.
Filing Stats: 4,834 words · 19 min read · ~16 pages · Grade level 11.5 · Accepted 2025-09-18 16:30:19
Key Financial Figures
- $773,052.26 — nual Meeting for a fee of approximately $773,052.26 plus out-of-pocket expenses. Stockhol
- $100,000 — rs and Nominee John F. Barry III Over $100,000 None Over $100,000 Over $100,000 M. Gr
- $100,000 M — Over $100,000 None Over $100,000 Over $100,000 M. Grier Eliasek Over $100,000 None None
Filing Documents
- a20250918-definitivepsec20.htm (DEF 14A) — 253KB
- barrysignaturea13.jpg (GRAPHIC) — 14KB
- kvdsiga02.jpg (GRAPHIC) — 76KB
- psec1.jpg (GRAPHIC) — 174KB
- psec2-1.jpg (GRAPHIC) — 178KB
- psec2-2.jpg (GRAPHIC) — 99KB
- psec2.jpg (GRAPHIC) — 95KB
- 0001287032-25-000258.txt ( ) — 1130KB
Security Ownership of Certain Beneficial Owners and Management
Security Ownership of Certain Beneficial Owners and Management As of September 17, 2025, there were no persons not identified in the following table that owned 25% or more of our outstanding voting securities, and no other person would be deemed to control us, as such term is defined in the 1940 Act. Persons identified in the following table as beneficially owning more than 25% of the outstanding voting securities may be deemed to control us, as that term is defined in the 1940 Act. Our directors are divided into two groups, interested directors and independent directors. Interested directors are "interested persons" of the Company, as defined in the 1940 Act. The following table sets forth, as of September 17, 2025, certain ownership information with respect to our voting securities for those persons who may, insofar as is known to us, directly or indirectly own, control or hold with the power to vote, 5% or more of our outstanding voting securities and the beneficial ownership of each current director and nominee for director, the Company's executive officers, and the executive officers, nominees and directors as a group. 4 Unless otherwise indicated, we believe that each person set forth in the table below has sole voting and investment power with respect to all shares of the Company's voting securities he or she beneficially owns and has the same address as the Company. Our address is 10 East 40th Street, 42nd Floor, New York, New York 10016. Common Stock Preferred Stock Name and Address of Beneficial Owner Amount and Nature of Beneficial Owne