🧾 What This Document Is

This is a Definitive Proxy Statement (DEF 14A) for Eagle Point Credit Company Inc. Think of it as an invitation and instruction manual for the company's upcoming Annual Meeting of Stockholders. Its main job is to give shareholders the information they need to vote on important company matters. This year, the big item is electing directors.

📅 Key Date: The meeting will be held on Tuesday, May 12, 2026, at 8:00 a.m. Eastern Time at the company's office in Greenwich, CT. 👉 If you own shares, this document tells you who is running the company and how to have your say.

🏢 What The Company Does

👉 In simple terms, Eagle Point Credit Company is a specialty finance company that invests in junior interests in collateralized loan obligations (CLOs).

It's structured as a closed-end management investment company (often called a "business development company" or BDC) and is part of a larger "fund complex" managed by Eagle Point Credit Management LLC. Its goal is to generate income for its shareholders by investing in these complex credit instruments.

🗳️ The Main Event: Director Elections

This is what shareholders are voting on. There are two director seats up for election, but the voting groups are different:

Mr. Kevin F. McDonald (Independent Director)
- Who votes: Holders of both Common Stock and Preferred Stock, voting together as one group.
- If elected, his term lasts until the 2029 annual meeting.
Mr. Thomas P. Majewski (Interested Director & CEO)
- Who votes: Only holders of the Preferred Stock, voting separately.
- If elected, his term also lasts until the 2029 annual meeting.

👉 Why the split vote? It's a governance structure that gives preferred shareholders a direct say in electing one director (the CEO), who is considered an "interested person" due to his role with the investment adviser.

👥 The Board & Governance

The board is set up with multiple layers of oversight:

Class Structure: The 6-person board is split into three classes. Only Class III (McDonald & Majewski) is up for election this year.
Independent Majority: Four of the six directors are "Independent Directors," meaning they aren't affiliated with the company's management or adviser. This is designed to protect shareholder interests.
Leadership: James R. Matthews (an "interested" director due to his firm's affiliation) is the Chairperson. Jeffrey L. Weiss is the Lead Independent Director.
Committees: The board has an Audit Committee and a Nominating Committee, both made up entirely of the Independent Directors.

👉 This structure aims to balance the insights of management with independent oversight.

💼 Compensation & Fees

This section details who gets paid what for their service and oversight.

Independent Director Pay:

Annual Fee: $95,000 per director.
Additional Fees: The Audit Committee chair gets an extra $12,500/year; the Nominating Committee chair gets an extra $5,000/year.
2025 Total: The four Independent Directors received between $105,000 and $161,250 each from the company (and more from the entire fund complex).

Professional Service Fees (Paid to KPMG LLP):

Audit Fees: $495,116 for 2025 (for the annual financial statement audit).
Tax Fees: $390,435 for 2025.
Total Fees: The company paid KPMG about $1.02 million in total for 2025.

Key Service Provider Fees:

Investment Adviser (Eagle Point Credit Management LLC): Paid a total of ~$45.8 million in base and incentive fees for managing the portfolio in 2025.
Administrator (Eagle Point Administration LLC): Paid ~$1.7 million for administrative services in 2025.

⚖️ Big Picture: Strengths & Risks

👍 Strengths:

Experienced Board: Directors have deep backgrounds in finance, asset management, and banking.
Clear Governance: A majority-independent board with dedicated committees provides structured oversight.
Aligned Management: The CEO and investment adviser have significant "skin in the game," with equity holdings in the company.

⚠️ Risks & Considerations:

Complex Business Model: Investing in CLO junior tranches is complex and sensitive to credit market conditions.
Related Party Concentration: The company is deeply integrated with its adviser (Eagle Point) and its affiliates. This creates efficiency but also means decisions are heavily influenced by the management firm.
Fee Structure: Significant advisory fees are paid regardless of performance, though the incentive fee is tied to net investment income.

🔮 What's Next

After the May 12th meeting, the newly constituted board will continue to oversee the company's strategy. Shareholders should watch for:

Future Proxy Statements: To see how directors are elected and what governance issues arise.
Performance Reports: The real test is whether the adviser's strategy generates consistent income and preserves capital for shareholders in various market conditions.
Industry Context: The health of the broader loan and CLO markets will be a key driver for the company's results.

🧠 The Analogy

Think of Eagle Point Credit Company like a specialized sports team. The shareholders are the owners. The board of directors is like the team's executive committee—it includes both independent scouts (Independent Directors) and the team's general manager (Interested Directors like the CEO) who know the sport inside out. They vote to keep or change this committee. The investment adviser is the coach and player talent evaluator paid a hefty salary (the advisory fee) to build a winning portfolio (the team roster of CLO investments). Your job as a shareholder-owner is to decide if the committee is structured well and if the coach deserves to keep calling the plays.

🧩 Final Takeaway

This proxy statement is fundamentally about re-electing the leadership that oversees Eagle Point's unique investment strategy. The vote is structured to give preferred shareholders a direct say in the CEO, while all shareholders vote on an independent director. The document reveals a company tightly woven with its adviser, offering specialized income exposure but requiring careful oversight of those key relationships.

Eagle Point Credit Co Inc. — DEF 14A Filing