OFS Capital (OFS) Proxy filing summary

Executive summary

• The annual meeting is scheduled for June 10, 2026, with voting on director elections and auditor ratification.

• Proxy materials are distributed primarily online to conserve resources and reduce costs.

• Stockholders of record as of April 15, 2026, are eligible to vote, with 13,398,078 shares outstanding.

• Voting can be done online, by phone, mail, or in person, with detailed instructions provided.

Voting matters and shareholder proposals

• Two Class II directors are up for election for three-year terms: Romita Shetty (independent) and Bilal Rashid (interested director).

• Ratification of KPMG LLP as independent registered public accounting firm for 2026 is proposed.

• Shareholders may submit proposals for the 2027 meeting by specified deadlines and procedures.

Board of directors and corporate governance

• The board consists of five directors, with a majority being independent.

• Board committees (audit, compensation, nominating/governance) are composed entirely of independent directors.

• The roles of Chairman and CEO are combined, with a Lead Independent Director (Elaine E. Healy) providing additional oversight.

• Directors are evaluated annually for effectiveness, and diversity is considered in nominations.

• Board and committee meetings had high attendance, and directors are encouraged to attend annual meetings.