ICMB Sets Dec. 18 Annual Meeting; Board Backs Mauer Re-election

TL;DR

**ICMB's board is rubber-stamping its chairman's re-election; expect business as usual, no surprises here.**

AI Summary

Investcorp Credit Management BDC, Inc. (ICMB) is holding its 2025 Annual Meeting of Stockholders on December 18, 2025, to elect one director, Michael C. Mauer, for a three-year term expiring in 2028. As of October 15, 2025, there were 14,419,762 shares outstanding, with a quorum requiring 7,209,881 shares to be represented. The Board unanimously recommends voting 'FOR' the election of Mr. Mauer. Significant beneficial owners include Investcorp BDC Holdings Limited with 3,582,354 shares (24.84%) and Stifel Venture Corp. with 2,181,818 shares (15.13%). Michael C. Mauer, an interested director, beneficially owns 136,450 shares, valued at over $100,000 based on the October 15, 2025 closing price of $2.92. The company will bear the proxy solicitation expenses, estimated at $6,000 for EQ Fund Solutions, LLC. This DEF 14A filing primarily focuses on corporate governance and director elections, with no specific financial performance metrics like revenue or net income disclosed within this document.

Why It Matters

This DEF 14A filing is crucial for investors as it outlines the upcoming director election, a key governance decision. The re-election of Michael C. Mauer, an interested director and Chairman of the Board, for another three-year term, signals continuity in leadership and strategic direction for Investcorp Credit Management BDC, Inc. For employees and customers, stable leadership can imply consistent operational strategies. In a competitive BDC market, clear governance and a unified board, as indicated by the unanimous recommendation, can instill investor confidence, especially given the significant beneficial ownership by entities like Investcorp BDC Holdings Limited (24.84%) and Stifel Venture Corp. (15.13%).

Risk Assessment

Risk Level: low — The risk level is low as this DEF 14A filing primarily concerns a routine director election and corporate governance matters, with no contentious proposals or significant changes indicated. The Board unanimously recommends the election of Michael C. Mauer, suggesting a stable leadership environment. There are no disclosed financial risks or operational changes in this document.

Analyst Insight

Investors should review the nominee's background and the board's composition to ensure alignment with their investment strategy. Given the routine nature of this filing, no immediate trading action is suggested, but long-term holders should confirm their proxy vote for Michael C. Mauer if they support the current board's direction.

Key Numbers

• 14,419,762 — Shares Outstanding (As of October 15, 2025, entitled to vote)
• 7,209,881 — Shares for Quorum (Required for Annual Meeting quorum)
• 3,582,354 — Shares Owned by Investcorp BDC Holdings Limited (Represents 24.84% of class)
• 2,181,818 — Shares Owned by Stifel Venture Corp. (Represents 15.13% of class)
• 136,450 — Shares Owned by Michael C. Mauer (Valued at Over $100,000)
• $2.92 — Closing Stock Price (On October 15, 2025, on NASDAQ Global Select Market)
• $6,000 — Anticipated Cost for Proxy Solicitation (Paid to EQ Fund Solutions, LLC)
• 2025-12-18 — Annual Meeting Date (Date of the 2025 Annual Meeting of Stockholders)
• 2025-10-15 — Record Date (Stockholders of record entitled to vote)
• 2028 — Term Expiration Year (For Michael C. Mauer's re-elected director term)

Key Players & Entities

• Investcorp Credit Management BDC, Inc. (company) — Registrant
• Michael C. Mauer (person) — Chairman of the Board, Director Nominee
• Investcorp BDC Holdings Limited (company) — 5% Beneficial Owner
• Stifel Venture Corp. (company) — 5% Beneficial Owner
• Andrew Muns (person) — Chief Operating Officer, Chief Financial Officer, Treasurer and Secretary
• EQ Fund Solutions, LLC (company) — Proxy Solicitor
• Securities and Exchange Commission (regulator) — Regulatory body
• Suhail A. Shaikh (person) — Interested Director
• Julie Persily (person) — Independent Director
• Thomas Sullivan (person) — Independent Director

FAQ

Industry Context

Investcorp Credit Management BDC, Inc. operates within the Business Development Company (BDC) sector, which focuses on providing capital to small and medium-sized businesses. The BDC industry is sensitive to interest rate environments and credit market conditions, as it impacts the cost of capital and the performance of their investment portfolios. Competition exists from other BDCs, private credit funds, and traditional lenders.

Regulatory Implications

As a BDC, Investcorp Credit Management BDC, Inc. is subject to regulations under the Investment Company Act of 1940. This includes rules regarding leverage, asset coverage, and reporting requirements. The election of directors and corporate governance practices are also subject to SEC oversight and proxy rules.

What Investors Should Do

1. Vote on the election of Michael C. Mauer.
2. Review the beneficial ownership of major shareholders.
3. Note the upcoming Annual Meeting date.

Key Dates

• 2025-12-18: 2025 Annual Meeting of Stockholders — To elect one director, Michael C. Mauer, for a three-year term.
• 2025-10-15: Record Date for Annual Meeting — Determined the 14,419,762 shares outstanding and entitled to vote.
• 2024-12-31: End of fiscal period for Transition Report on Form 10-KT — This report is being sent to stockholders along with the proxy statement.
• 2025-12-01: First mailing of proxy statement and Transition Report on Form 10-KT — Informs stockholders about the Annual Meeting and voting procedures.

Glossary

DEF 14A

A proxy statement filing required by the SEC for annual meetings of stockholders. (This document is the DEF 14A filing for Investcorp Credit Management BDC, Inc.'s 2025 Annual Meeting.)

BDC

Business Development Company, a type of closed-end investment company that invests in small and medium-sized companies. (Investcorp Credit Management BDC, Inc. operates as a BDC.)

Beneficial Ownership

The power to direct the voting or disposition of securities, regardless of whether the securities are registered in the owner's name. (Used to determine who has significant stakes in the company, such as Investcorp BDC Holdings Limited and Stifel Venture Corp.)

Interested Director

A director who is considered an 'interested person' under the Investment Company Act of 1940, often due to business or financial relationships with the company. (Michael C. Mauer is identified as an interested director.)

Quorum

The minimum number of shares that must be represented at a meeting for business to be legally transacted. (7,209,881 shares are required for a quorum at the 2025 Annual Meeting.)

Year-Over-Year Comparison

This filing is for the 2025 Annual Meeting and focuses on director elections and corporate governance. Specific financial performance metrics like revenue, net income, or changes in financial highlights are not detailed in this DEF 14A, which is typical for proxy statements focused on shareholder meetings. Therefore, a direct comparison of financial performance metrics to a previous filing is not possible based on this document alone.

Key Financial Figures

• $6,000 — at an anticipated cost of approximately $6,000 plus reimbursement of certain expenses
• $100,000 — ted Directors: Michael C. Mauer Over $100,000 Suhail A. Shaikh $10,001 – $50,000
• $10,001 — auer Over $100,000 Suhail A. Shaikh $10,001 – $50,000 Independent Directors: Ju
• $50,000 — $100,000 Suhail A. Shaikh $10,001 – $50,000 Independent Directors: Julie Persil
• $50,001 — Independent Directors: Julie Persily $50,001-$100,000 Thomas Sullivan $10,001-$50
• $1 — ullivan $10,001-$50,000 Lee Shaiman $1–$10,000 Executive Officer: Robert A
• $10,000 — ivan $10,001-$50,000 Lee Shaiman $1–$10,000 Executive Officer: Robert Andrew Mu
• $2.92 — e closing price for our common stock of $2.92 on October 15, 2025, on the NASDAQ Glob

Filing Documents

• d62576ddef14a.htm (DEF 14A) — 188KB
• g62576g1108083806294.jpg (GRAPHIC) — 41KB
• g62576g1108083806501.jpg (GRAPHIC) — 1KB
• 0001193125-25-274494.txt ( ) — 247KB

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 4 PROPOSAL 1: ELECTION OF DIRECTOR 6 CONFLICTS OF INTEREST AND CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 17 SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE 19

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 19 PRINCIPAL ACCOUNTANT FEES AND SERVICES 19 AUDIT COMMITTEE REPORT 22 OTHER BUSINESS 23 SUBMISSION OF STOCKHOLDER PROPOSALS 23 PRIVACY PRINCIPLES 23 -i- Table of Contents Investcorp Credit Management BDC, Inc. 280 Park Avenue, 39th Floor New York, NY 10017 (646) 690-5034 PROXY STATEMENT 2025 ANNUAL MEETING OF STOCKHOLDERS GENERAL This proxy statement is furnished in connection with the solicitation of proxies by the Board of Directors (the "Board") of Investcorp Credit Management BDC, Inc., a Maryland corporation (the "Company," "we," "us" or "our"), for use at the Company's 2025 Annual Meeting of Stockholders (the "Annual Meeting") to be held on December 18, 2025, at 9:00 a.m. Eastern Time, at the offices of the Company, 280 Park Avenue, 39th Floor, New York, NY 10017 and at any postponements or adjournments thereof. This proxy statement, the accompanying proxy card and the Company's Transition Report on Form 10-KT for the sixth months ended December 31, 2024, are first being sent to stockholders on or about December 1, 2025. We encourage you to vote your shares, either by voting in person at the Annual Meeting or by granting a proxy (i.e. , authorizing someone to vote your shares). If you properly sign and date the accompanying proxy card, and the Company receives it in time for the Annual Meeting, the persons named as proxies will vote the shares registered directly in your name in the manner that you specified. This proxy statement is also available via the Internet at www.icmbdc.com (under the Investor Relations section). The website also includes electronic copies of the form of proxy card and the Company's Transition Report on Form 10-KT. If your shares are registered in the name of a bank or brokerage firm, you may be eligible to vote your shares electronically via the Internet or by telephone. This program provides eligible stockholders who receive a copy of the Company's Transition Report

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth, as of October 15, 2025, the beneficial ownership of each current director, each nominee for director, the Company's executive officers, each person known to us to beneficially own 5% or more of the outstanding shares of our common 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. Common stock subject to options or warrants that are currently exercisable or exercisable within 60 days of October 15, 2025, are deemed to be outstanding and beneficially owned by the person holding such options or warrants. Such shares, however, are not deemed outstanding for the purposes of computing the percentage ownership of any other person. Percentage of ownership is based on 14,419,762 shares of common stock outstanding as of October 15, 2025. Unless otherwise indicated, to our knowledge, each stockholder listed below has sole voting and investment power with respect to the shares beneficially owned by the stockholder, except to the extent authority is shared by their spouses under applicable law. Unless otherwise indicated, the address of all executive officers and directors is c/o Investcorp Credit Management BDC, Inc., 280 Park Avenue, 39th Floor, New York, NY 10017. 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 1940 Act. Name and Address of Beneficial Owner Number of Shares Owned Beneficially (1) Percentage of Class Interested Directors Michael C. Mauer 136,450 (2) * Suhail A. Shaikh 7,000 * Independent Directors Julie Persily 34,840 * Thomas Sullivan 10,000 * Lee Shaiman 1,000 * Executive Officer Robert Andrew Muns 0 * Executive officers and

View Full Filing

View this DEF 14A filing on SEC EDGAR