SPME Seeks Shareholder Approval for Two Director Nominees

TL;DR

**SPME's upcoming director elections are a routine governance move, but the Board's composition, with CEO Desai and Independent Director Healy, signals a stable, management-backed direction for the investment firm.**

AI Summary

Sound Point Meridian Capital, Inc. (SPME) is holding its 2025 Annual Meeting on December 17, 2025, to elect two directors. Ujjaval Desai, the current Chief Executive Officer, is nominated as a Class II Director, to be elected by preferred stockholders, serving until the 2026 annual meeting. Douglas T. Healy, a Class I Director and Chairperson of the Valuation Oversight Committee, is nominated for re-election by common and preferred stockholders, serving until the 2028 annual meeting. As of the November 5, 2025 record date, SPME had 20,496,910 shares of common stock, 2,300,000 shares of Series A Preferred Shares, and 2,300,000 shares of Series B Preferred Shares outstanding. The Board, comprised of five directors (three independent), unanimously recommends voting 'FOR' both nominees. The company will bear the expense of proxy solicitation, utilizing SS&C GIDS, Inc. and Broadridge Financial Solutions, Inc. for distribution and collection.

Why It Matters

This DEF 14A filing outlines the upcoming director elections, which are crucial for Sound Point Meridian Capital's governance and strategic direction. The re-election of Douglas T. Healy, an Independent Director, and the election of CEO Ujjaval Desai, an interested person, will shape the Board's composition and oversight capabilities. For investors, the Board's structure, with three independent directors out of five, is key to ensuring robust risk oversight and alignment with shareholder interests, especially in a competitive investment management landscape. The continuity of leadership and independent oversight directly impacts the company's ability to navigate market challenges and execute its investment strategy.

Risk Assessment

Risk Level: low — The filing is a routine DEF 14A proxy statement for director elections, indicating no immediate or significant financial or operational risks. The Board's unanimous recommendation for both nominees, Ujjaval Desai and Douglas T. Healy, suggests a lack of contested elections or internal dissent, further reducing governance risk.

Analyst Insight

Investors should review the qualifications of Ujjaval Desai and Douglas T. Healy to ensure their expertise aligns with SPME's strategic goals. Given the Board's unanimous recommendation, a 'FOR' vote for both nominees is a straightforward action, supporting the current governance structure and leadership continuity.

Key Numbers

• 2025-11-21T00:00:00.000Z — Filing Date (Date the DEF 14A was filed)
• 2025-12-17T10:00:00.000Z — Annual Meeting Date and Time (Date and time of the 2025 Annual Meeting of Stockholders)
• 2025-11-05T00:00:00.000Z — Record Date (Date for determining stockholders entitled to vote at the Meeting)
• 20,496,910 — Common Stock Shares Outstanding (Number of common stock shares issued and outstanding as of the Record Date)
• 2,300,000 — Series A Preferred Shares Outstanding (Number of Series A Preferred Shares issued and outstanding as of the Record Date)
• 2,300,000 — Series B Preferred Shares Outstanding (Number of Series B Preferred Shares issued and outstanding as of the Record Date)
• 5 — Total Directors (Current number of directors on the Board)
• 3 — Independent Directors (Number of independent directors on the Board)
• 2028 — Term Expiration for Healy (Year Douglas T. Healy's term would expire if re-elected)
• 2026 — Term Expiration for Desai (Year Ujjaval Desai's term would expire if elected)

Key Players & Entities

• Sound Point Meridian Capital, Inc. (company) — Registrant and issuer of securities
• Ujjaval Desai (person) — Chief Executive Officer and Class II Director nominee
• Douglas T. Healy (person) — Class I Director nominee and Chairperson of the Valuation Oversight Committee
• Andrea Sayago (person) — Secretary of Sound Point Meridian Capital, Inc.
• Stephen J. Ketchum (person) — Chairperson of the Board and Class III Director
• Lana Lewin-Ross (person) — Class II Director and Independent Director
• Matthew Forstenhausler (person) — Class III Director and Independent Director
• SEC (regulator) — Securities and Exchange Commission
• SS&C GIDS, Inc. (company) — Transfer agent and proxy tabulation firm
• Broadridge Financial Solutions, Inc. (company) — Provider of investor communications solutions

FAQ

Industry Context

Sound Point Meridian Capital operates within the alternative investment management sector, focusing on credit strategies. This industry is characterized by increasing demand for specialized investment solutions, regulatory scrutiny, and a competitive landscape driven by performance and asset flows. The firm's structure, with distinct preferred and common stock classes, suggests a potentially complex capital structure common in private equity or credit funds.

Regulatory Implications

As a financial services firm, Sound Point Meridian Capital is subject to various regulations governing investment advisors and capital markets. The DEF 14A filing itself is a regulatory requirement under the Securities Exchange Act of 1934. Changes in regulatory environments, such as those related to Dodd-Frank or SEC rules, could impact operations, compliance costs, and business strategies.

What Investors Should Do

1. Review the Proxy Statement and Annual Report
2. Vote your shares
3. Confirm your voting rights for preferred stock

Key Dates

• 2025-11-19: Filing of Definitive Proxy Statement — Provides shareholders with information regarding the upcoming annual meeting and matters to be voted upon.
• 2025-11-20: First mailing of Proxy Statement and Annual Report — Ensures shareholders receive materials in advance of the meeting to make informed voting decisions.
• 2025-11-05: Record Date — Determines which shareholders are eligible to vote at the annual meeting.
• 2025-12-17: Annual Meeting of Stockholders — The date for electing directors and conducting other company business.

Glossary

DEF 14A

A filing required by the U.S. Securities and Exchange Commission (SEC) by companies that are soliciting proxies from shareholders for an annual or special meeting. (This document is the primary source of information for shareholders regarding the company's annual meeting, director nominations, and voting procedures.)

Proxy Statement

A document that the SEC requires companies to provide to shareholders before a shareholder meeting, containing information about the matters to be voted on. (Details the proposals, director nominees, and board recommendations, enabling shareholders to make informed voting decisions.)

Record Date

A specific date set by a company to determine which shareholders are eligible to receive notice of and vote at a shareholder meeting. (Establishes the cutoff for determining voting rights for the 2025 Annual Meeting.)

Common Stock

A class of stock that represents ownership in a corporation and typically carries voting rights. (The primary class of stock outstanding at SPME, with 20,496,910 shares as of the record date.)

Preferred Stock

A class of stock that has priority over common stock in terms of dividends and asset distribution in case of liquidation, but often has limited or no voting rights. (SPME has Series A and Series B Preferred Shares outstanding, which have specific voting rights for director elections as outlined in the filing.)

Broker Non-Vote

Shares held by a broker or nominee that are not voted on a particular matter because the broker has not received voting instructions from the beneficial owner and does not have discretionary voting power for that matter. (These shares are counted for quorum purposes but do not count as votes for or against a proposal.)

Year-Over-Year Comparison

This filing is a DEF 14A for the 2025 Annual Meeting. As specific comparative financial data from a prior DEF 14A is not provided in this excerpt, a direct comparison of key metrics like revenue growth, margin changes, or new risks is not possible. However, the focus on director elections and the established share structure suggests continuity in corporate governance and capital composition.

Key Financial Figures

• $0.001 — Company’s common stock, par value $0.001 per share (the “Common Stock&rdqu
• $100,000 — d Directors Stephen J. Ketchum Over $100,000 Over $100,000 Ujjaval Desai Over
• $1 — ependent Directors Douglas T. Healy $1 – $10,000 $1 – $10,000
• $10,000 — rectors Douglas T. Healy $1 – $10,000 $1 – $10,000 Lana Lewin-Ross
• $10,000 M — n-Ross 1 – $10,000 $1 – $10,000 Matthew Forstenhausler $10,001 –
• $10,001 — ash; $10,000 Matthew Forstenhausler $10,001 – $50,000 $10,001 – $50,0
• $50,000 — atthew Forstenhausler $10,001 – $50,000 $10,001 – $50,000 (1) Securi
• $50,001 — dash; $10,000, $10,001 – $50,000, $50,001 – $100,000 and over $100,000. T
• $125,000 — dent Director receives an annual fee of $125,000, as well as reasonable out-of-pocket ex

Filing Documents

• soundpoint_def14a.htm (DEF 14A) — 217KB
• proxy_001.jpg (GRAPHIC) — 323KB
• proxy_002.jpg (GRAPHIC) — 412KB
• proxy_003.jpg (GRAPHIC) — 327KB
• proxy_004.jpg (GRAPHIC) — 412KB
• 0001829126-25-009353.txt ( ) — 2064KB

From the Filing

DEF 14A 1 soundpoint_def14a.htm DEF 14A UNITED STATES SECRUITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material Pursuant to Sec. 240.14a-12 Sound Point Meridian Capital, Inc. (name of Registrant as Specified in its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): No fee required Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. 1) Title of each class of securities to which transaction applies: 2) Aggregate number of securities to which transaction applies: 3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11(set forth the amount on which the filing fee is calculated and state how it was determined): 4) Proposed maximum aggregate value of transaction: 5) Total fee paid: Fee paid previously with preliminary materials. Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. 1) Amount Previously Paid: 2) Form, Schedule or Registration Statement No.: 3) Filing Party: 4) Date Filed: SOUND POINT MERIDIAN CAPITAL, INC. 375 Park Avenue, 34 th Floor, New York, NY 10152 November 19, 2025 Dear Stockholder: You are cordially invited to attend the 2025 Annual Meeting of Stockholders (the “Meeting”) of Sound Point Meridian Capital, Inc. (the “Company”) to be held on December 17, 2025, at 10:00 a.m., Eastern Time, at 375 Park Avenue, 34 th Floor, New York NY 10152. The Notice of the Annual Meeting of Stockholders and the Proxy Statement accompanying this letter describe the business to be conducted at the Meeting. At the Meeting, holders of the outstanding shares of the Company’s common stock and the outstanding shares of the Company’s preferred stock, voting together as a single class, will be asked to elect one director of the Company and, additionally, holders of the outstanding shares of the Company’s preferred stock, voting separately as a single class, will be asked to elect one director of the Company. It is important that your shares be represented at the Meeting. If you are unable to attend the Meeting in person, please complete, date and sign the enclosed proxy card and promptly return it in the envelope provided. Your vote is important. Sincerely yours, /s/ Ujjaval Desai Ujjaval Desai, Chief Executive Officer IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON December 17, 2025 The Proxy Statement and the Annual Report to Stockholders for the fiscal year ended March 31, 2025, are available at www.soundpointmeridiancap.com . In addition, copies of the Company’s most recent annual and semi-annual report, including financial statements, have previously been transmitted to the Company’s stockholders. The Company will furnish to any stockholder upon request, without charge, an additional copy of the Company’s most recent annual report and semi-annual report to stockholders. Annual reports and semi-annual reports to stockholders may be obtained by writing to Sound Point Meridian Capital, Inc., 375 Park Avenue, 34 th Floor, New York, NY 10152, Attention: Investor Relations, by calling toll-free (212) 895-2293 or by visiting the Company’s website at www.soundpointmeridiancap.com . The following information applicable to the Meeting is found in the Proxy Statement and accompanying proxy card: The date, time and location of the meeting; A list of the matters intended to be acted on and the recommendation of the Company’s Board of Directors regarding those matters; and Any control/identification numbers that you need to access your proxy card, as applicable. 1 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON December 17, 2025 SOUND POINT MERIDIAN CAPITAL, INC. 375 Park Avenue, 34 th Floor New York, NY 10152 To the Stockholders of Sound Point Meridian Capital, Inc. (the “Company”): Notice is hereby given that an Annual Meeting of Stockholders of the Company (the “Meeting”) will be held at the offices of the Company at 375 Park Avenue, 34 th Floor, New York, NY 10152, on December 17, 2025 at 10:00 a.m., Eastern Time, for the purpose of electing two (2) directors of the Company, as outlined below and more fully described in the accompanyin

View Full Filing

View this DEF 14A filing on SEC EDGAR