Blue Owl Capital Corp DEF 14A, filed Apr 3, 2025

Blue Owl Capital Corp (OBDC)

DEF 14A 2025-04-03 For: 2025-06-26

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Added on June 12, 2026

About this DEF 14A

Blue Owl Capital Corp filed this DEF 14A on April 3, 2025.

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Shareholders are requested to promptly authorize a proxy vote over the internet, or execute and return promptly the accompanying proxy card, which is being solicited by the Board. You may authorize a proxy over the internet by following the instructions in the Notice of Internet Availability of Proxy Materials or the proxy card. You may execute the proxy card using the methods described in the proxy card. Executing the proxy card is important to ensure a quorum at the Annual Meeting. Proxies may be revoked at any time before they are exercised by submitting a written notice of revocation or a subsequently executed proxy, or by virtually attending the Annual Meeting and voting.
	Four Ways to Vote

Online visit www.virtualshareholder meeting.com/OBDC2025	Phone call 1-800-690-6903	QR Code Scan QR Code using Smartphone	Mail Complete, sign and return proxy card


Proxy Statement Summary

Corporate Governance Highlights

Questions and Answers about the Annual Meeting and Voting			1

General Information about the Annual Meeting			3

Security Ownership of Management and Certain Beneficial Owners			7

The Adviser and the Administrator			8

Proposal 1: Election of Directors			9

Required Vote			9

Information about the Nominees and Directors			9

Dollar Range of Equity Securities Beneficially Owned by Directors			17

Information about Executive Officers Who Are Not Directors			17

Corporate Governance			20

The Board			20

Committees of the Board			22

Audit Committee Governance, Responsibilities and Meetings			22

Nominating Committee Governance, Responsibilities and Meetings			23

Director Nominations			23

Compensation Committee Governance, Responsibilities and Meetings			24

Co-Investment Committee, Responsibilities			24

Compensation Committee Interlocks and Insider Participation			24

Compensation Discussion and Analysis			25

Director Compensation			25

Compensation of the Investment Adviser			26

Certain Relationships and Related Party Transactions			28

Allocation of Investment Opportunities			28

Review, Approval or Ratification of Transactions with Related Persons			30

Section 16(a) Beneficial Ownership Reporting Compliance			30

Code of Business Conduct			30

Hedging, Speculative Trading, and Pledging of Securities			30

Corporate Governance Guidelines			31

Election of Officers			31

License Agreement			31

Material Non-Public Information			31

Required Vote			31

Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm			32

Fees			32

Pre-Approval Policies and Procedures			32

Audit Committee Report			33

Required Vote			34

Other Matters to Come Before the Annual Meeting			35

Submission of Shareholder Proposals			35

Householding			35

Available Information			35



Proposals		Board Recommendation	Page Reference

1.	Elect two members of the Board to serve until the 2028 annual meeting of shareholders and until their successors are duly elected and qualified	FOR	9

2.	Ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025	FOR	33



	Director Since	Independence	Board Committees

Edward D’Alelio* Age: 72	2016	⚫	• Audit • Compensation • NCG • Co-Investment

Eric Kaye Age: 62	2016	⚫	• Audit • Compensation* • NCG* • Co-Investment

Craig W. Packer Age: 58	2016		• N/A

Christopher M. Temple Age: 57	2016	⚫	• Audit* • Compensation • NCG • Co-Investment

Melissa Weiler Age: 60	2021	⚫	• Audit • Compensation • NCG • Co-Investment

Victor Woolridge Age: 68	2021	⚫	• Audit • Compensation • NCG • Co-Investment



Proposal	Vote Required	Broker Discretionary Voting Allowed	Effect of Abstentions and Broker Non-Votes

Proposal 1—To elect two members of the Board to serve until the 2028 annual meeting of shareholders and until their successors are duly elected and qualified	Affirmative vote of a majority of the votes cast at the Annual Meeting in person (virtually) or by proxy.	No	Abstentions and broker non-votes will have no effect on the result of the vote.

Proposal 2—To ratify the selection of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025	Affirmative vote of a majority of the votes cast at the Annual Meeting in person (virtually) or by proxy.	Yes	Abstentions and broker non-votes will have no effect on the result of the vote.




Date & Time: June 26, 2025 9:00 a.m., Eastern Time	Virtual Meeting Site: www.virtualshareholdermeeting.com/OBDC2025	Record Date: Close of Business March 28, 2025



Name and Address	Number of Shares Owned		Percentage of Class Outstanding

Interested Director

Craig W. Packer⁽¹⁾		366,449		*

Independent Directors

Edward D’Alelio		9,016		—

Eric Kaye⁽²⁾		19,144		*

Christopher M. Temple		51,000		*

Melissa Weiler⁽³⁾		39,734		*

Victor Woolridge		21,276		*

Executive Officers

Logan Nicholson⁽⁴⁾		34,447		*

Jonathan Lamm⁽⁵⁾		7,500		*

Neena A. Reddy		—		—

Karen Hager		—		—

Matthew Swatt⁽⁶⁾		2,379		*

Shari Withem		—		—

All officers and directors as a group (12 persons)⁽⁷⁾		550,945		*



Name, Address, and Age⁽¹⁾	Position(s) held with the Company	Principal Occupation(s) During the Past 5 Years	Term of Office and Length of Time Served⁽²⁾	Number of Companies in Fund Complex⁽³⁾ Overseen by Director	Other Directorships Held by Director or Nominee for Director

Independent Directors

Eric Kaye, 62	Director	Founder and Chief Executive Officer of Kayezen, LLC	Class I Director since 2016; Term expires in 2026	5	• OBDC II • OTF • OCIC • OTIC

Victor Woolridge, 68	Director	Managing Director, Barings Real Estate Advisers, LLC	Class I Director since 2021, Term expires in 2026	5	• OBDC II • OTF • OCIC • OTIC



Name	Age	Position	Officer Since

Logan Nicholson	44	President	2024

Jonathan Lamm	50	Chief Operating Officer, Chief Financial Officer	2021

Neena A. Reddy	47	Vice President, Secretary	2019

Karen Hager	52	Chief Compliance Officer	2018

Matthew Swatt	36	Co- Chief Accounting Officer, Co-Treasurer, Co-Controller	2021

Shari Withem	42	Co-Chief Accounting Officer, Co-Treasurer, Co-Controller	2021


		Mr. Nicholson is a Senior Managing Director at Blue Owl, a member of the Direct Lending Investment Team, and a member of the Diversified Lending Investment Committee. Mr. Nicholson is also President of OBDC, OBDC II and OCIC, and Portfolio Manager for certain funds in Blue Owl’s Diversified Lending strategy, including OBDC, OBDC II and OCIC. Prior to joining Blue Owl in 2023, Mr. Nicholson was a Co-Founder and Partner at Brinley Partners, a startup private credit asset manager, from 2021 to 2023. Previously, Mr. Nicholson was at Goldman Sachs & Co. (“Goldman”) from 2003 to 2021, where he was most recently a Managing Director and Head of U.S. Leveraged Finance Capital Markets. During his time at Goldman, he was responsible for structuring, risk management and distribution of capital commitments for both Leveraged Loans and High Yield bonds, and he was also appointed as a member of the LSTA Board of Directors. Additionally, Mr. Nicholson spent 2021 in a leadership role at healthcare firm Humana Inc., where he was Senior Vice President of Corporate Development and responsible for all M&A activity. Mr. Nicholson received a B.S. in Systems Engineering with a double major in Economics from the University of Virginia.

		Mr. Lamm is Chief Financial Officer and Chief Operating Officer of each of the Blue Owl BDCs. Mr. Lamm is also a Senior Managing Director of Blue Owl. Prior to joining Owl Rock, the predecessor firm to Blue Owl’s Credit platform, in April 2021, Mr. Lamm served as the Chief Financial Officer and Treasurer of Goldman Sachs BDC, Inc. (“GSBD”), a business development company traded on the New York Stock Exchange. Mr. Lamm was responsible for building and overseeing GSBD’s finance, treasury, accounting and operations functions from April 2013 through March 2021, including during its initial public offering in March 2015. During his time at Goldman Sachs, Mr. Lamm also served as Chief Financial Officer and Treasurer of Goldman Sachs Private Middle Market Credit LLC, Goldman Sachs Private Middle Market Credit II LLC and Goldman Sachs Middle Market Lending Corp. prior to the completion of its merger with GSBD in October 2020. Throughout his twenty-two years at Goldman Sachs, Mr. Lamm held various positions. From 2013 to 2021, Mr. Lamm served as Managing Director, Chief Operating Officer and Chief Financial Officer at GSAM Credit Alternatives. From 2007 to 2013, Mr. Lamm served as Vice President, Chief Operating Officer and Chief Financial Officer at GSAM Credit Alternatives. From 2005 to 2007, Mr. Lamm served as Vice President in the Financial Reporting group and, from 1999 to 2005, he served as a Product Controller. Prior to joining Goldman Sachs, Mr. Lamm worked in public accounting at Deloitte & Touche.

		Ms. Reddy is a Vice President and Secretary of each of the Blue Owl BDCs and Chief Legal Officer of each of the Blue Owl Credit Advisers. Ms. Reddy also serves as the General Counsel, Chief Legal Officer and Secretary of Blue Owl, and as a member of the Blue Owl’s Operating Committee. Prior to joining Owl Rock, the predecessor firm to Blue Owl’s Credit platform, Ms. Reddy was associate general counsel at Goldman, Sachs & Co LLC, from June 2010 to April 2019 and was dedicated to Goldman Sachs Asset Management L.P. (“GSAM”), where she was responsible for GSAM managed direct alternative products, including private credit. Prior to GSAM, Ms. Reddy practiced as a corporate attorney at Boies Schiller & Flexner LLP and at Debevoise & Plimpton LLP. Ms. Reddy joined the Board of Directors for Partnership for New York City, representing Blue Owl, in 2024. Prior to becoming an attorney, Ms. Reddy was a financial analyst in the private wealth division at Goldman, Sachs & Co. Ms. Reddy received a J.D. from New York University School of Law and a B.A. in English, magna cum laude, from Georgetown University.

		Ms. Hager is a member of Blue Owl’s Operating Committee and also serves as the Chief Compliance Officer of Blue Owl and each of the Blue Owl Credit Advisers and the Blue Owl BDCs. Prior to joining Owl Rock, the predecessor firm to Blue Owl’s Credit platform, in March 2018, Ms. Hager was Chief Compliance Officer at Abbott Capital Management. Previous to Abbott, Ms. Hager worked as SVP, Director of Global Compliance and Chief Compliance Officer at The Permal Group, and as Director of Compliance at Dominick & Dominick Advisors LLC. Prior to joining Dominick & Dominick Advisors LLC, Ms. Hager was a Senior Securities Compliance Examiner/Staff Accountant at the US Securities and Exchange Commission. Ms. Hager received a B.S. in Accounting from Brooklyn College of the City University of New York.


		Mr. Swatt is the Co-Chief Accounting Officer, Co-Treasurer and Co-Controller of each of the Blue Owl BDCs. Mr. Swatt is also a Managing Director of Blue Owl. Prior to joining Owl Rock, the predecessor firm to Blue Owl’s Credit platform, in May 2016, Mr. Swatt was an Assistant Controller at Guggenheim Partners in their Private Credit group, where he was responsible for the finance, accounting, and financial reporting functions. Preceding that role, Mr. Swatt worked within the Financial Services—Alternative Investments practice of PwC where he specialized in financial reporting, fair valuation of illiquid investments and structured products, internal controls and other technical accounting matters pertaining to alternative investment advisors, hedge funds, business development companies and private equity funds. Mr. Swatt received a B.S. in Accounting from the University of Maryland and is a licensed Certified Public Accountant in New York.

		Ms. Withem is the Co-Chief Accounting Officer, Co-Treasurer and Co-Controller of each of the Blue Owl BDCs. Ms. Withem is also a Managing Director of Blue Owl. Prior to joining Owl Rock, the predecessor firm to Blue Owl’s Credit platform, in March 2018, Ms. Withem was Vice President of Sixth Street Specialty Lending, Inc., a business development company traded on the NYSE, where she was responsible for accounting, financial reporting, treasury and internal controls functions. Preceding that role, Ms. Withem worked for MCG Capital Corporation, a business development company formerly traded on the Nasdaq and Deloitte in the Audit and Assurance Practice. Ms. Withem received a B.S. in Accounting from James Madison University and is a licensed Certified Public Accountant in Virginia.



Independent Director	Audit Committee	Nominating and Corporate Governance Committee	Compensation Committee	Co-Investment Committee

Edward D’Alelio	●	●	●	●

Christopher M. Temple	●	●	●	●

Eric Kaye	●	●	●	●

Melissa Weiler	●	●	●	●

Victor Woolridge	●	●	●	●



				Annual Committee Chair Cash Retainer

Assets Under Management	Annual Cash Retainer			Chair of the Board			Chair of Audit			Chair of Committee

$0 < $2.5 Billion		$	150,000		$	15,000		$	10,000		$	5,000

$2.5 Billion < $5 Billion		$	175,000		$	15,000		$	10,000		$	5,000

$5 Billion < $10 Billion		$	200,000		$	15,000		$	10,000		$	5,000

≥ $10 Billion		$	250,000		$	15,000		$	10,000		$	5,000



Name	Fees Earned and Paid in Cash by the Company			Total Compensation from the Company			Total Compensation from the Fund Complex(1)(2)

Edward D’Alelio		$	265,000		$	265,000		$	1,492,500

Christopher M. Temple		$	260,000		$	260,000		$	1,457,500

Eric Kaye		$	255,000		$	255,000		$	1,422,500

Melissa Weiler		$	250,000		$	250,000		$	1,387,500

Victor Woolridge		$	250,000		$	250,000		$	1,387,500



Name	OBDC		OBDC II		OBDE		OCIC		OTF		OTF II		OTIC

Edward D’Alelio	$	265,000	$	165,000	$	196,250	$	265,000	$	215,000	$	190,000	$	196,250

Christopher M. Temple	$	260,000	$	160,000	$	191,250	$	260,000	$	210,000	$	185,000	$	191,250

Eric Kaye	$	255,000	$	155,000	$	186,250	$	255,000	$	205,000	$	180,000	$	186,250

Melissa Weiler	$	250,000	$	150,000	$	181,250	$	250,000	$	200,000	$	175,000	$	181,250

Victor Woolridge	$	250,000	$	150,000	$	181,250	$	250,000	$	200,000	$	175,000	$	181,250



			Annual Committee Chair Cash Retainer

Assets Under Management	Annual Cash Retainer		Chair of the Board		Chair of Audit		Chair of Committee

$0 < $2.5 Billion	$	150,000	$	15,000	$	10,000	$	5,000

$2.5 Billion < $5 Billion	$	200,000	$	15,000	$	10,000	$	5,000

$5 Billion < $10 Billion	$	250,000	$	15,000	$	10,000	$	5,000

$10 Billion < $15 Billion	$	300,000	$	15,000	$	10,000	$	5,000

≥ $15 Billion	$	350,000	$	15,000	$	10,000	$	5,000



	For the Fiscal Year ended December 31, 2024			For the Fiscal Year ended December 31, 2023

Audit Fees⁽¹⁾		$	1,650,600		$	1,496,850

Audit-Related Fees⁽²⁾			—			—

Tax Fees⁽³⁾		$	333,966			383,925

All Other Fees⁽⁴⁾			—			—


Total Fees		$	1,984,566		$	1,880,775