8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): June 5, 2024

OFS Capital Corporation

(Exact name of Registrant as specified in its charter)

Delaware	814-00813	46-1339639
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

 

10 S. Wacker Drive, Suite 2500 Chicago, Illinois	60606
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (847) 734-2000

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value per share	OFS	The Nasdaq Global Select Market
4.95% Notes due 2028	OFSSH	The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 5.07.    Submission of Matters to a Vote of Security Holders.

On June 5, 2024, OFS Capital Corporation, a Delaware corporation (the “Company”), held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”). There were present at the Annual Meeting in person or by proxy stockholders holding an aggregate of 9,346,365 shares of the Company’s common stock, out of a total number of 13,398,078 shares of the Company’s common stock issued and outstanding and entitled to vote at the Annual Meeting. The following matters were submitted at the Annual Meeting to the Company’s stockholders for consideration:

1.The election of two (2) Class III directors, each of whom will serve for a term of three years, or until their successors are elected and qualified; and

2.The ratification of the selection by the Audit Committee of the Company’s Board of Directors of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.

Ashwin Ranganathan and Jeffrey A. Cerny were elected to serve as Class III Directors until the 2027 annual meeting of stockholders, or until their successors are elected and qualified, and the appointment of KPMG LLP as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2024 was ratified.

The detailed final voting results of the shares voted with regard to each of these matters are as follows:

1.    Election of the Class III directors:

	For	Withheld	Broker Non-Votes
Ashwin Ranganathan	5,854,445	235,318	3,256,602
Jeffrey A. Cerny	5,812,501	277,262	3,256,602

Continuing directors whose terms did not expire at the Annual Meeting were as follows: Elaine E. Healy is currently serving as a Class I director and her term expires in 2025, and Romita Shetty and Bilal Rashid are currently serving as Class II directors, whose terms expire in 2026.

2.Ratification of the selection by the Audit Committee of the Company’s Board of Directors of KPMG LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024:

For	Against	Abstain
9,171,119	101,488	73,758

* * * * *

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	OFS CAPITAL CORPORATION
Date: June 5, 2024	By:	/s/ Bilal Rashid
		Chief Executive Officer

XML

Cover	Jun. 05, 2024
Document Information [Line Items]
Document Type	8-K
Document Period End Date	Jun. 05, 2024
Entity Registrant Name	OFS Capital Corporation
Entity Incorporation, State or Country Code	DE
Entity File Number	814-00813
Entity Tax Identification Number	46-1339639
Entity Address, Address Line One	10 S. Wacker Drive, Suite 2500
Entity Address, City or Town	Chicago
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60606
City Area Code	847
Local Phone Number	734-2000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0001487918
Amendment Flag	false
Common Stock, $0.01 par value per share
Document Information [Line Items]
Title of 12(b) Security	Common Stock, $0.01 par value per share
Trading Symbol	OFS
Security Exchange Name	NASDAQ
4.95% Notes due 2028
Document Information [Line Items]
Title of 12(b) Security	4.95% Notes due 2028
Trading Symbol	OFSSH
Security Exchange Name	NASDAQ