DEF: Ares Capital Corporation Announces 2025 Annual Meeting of Stockholders

Ares Capital Corporation will hold its 2025 Annual Meeting of Stockholders virtually on May 12, 2025, to vote on the election of directors and the ratification of KPMG LLP as the company's independent registered public accounting firm.

Summary

• Ares Capital Corporation will hold its 2025 Annual Meeting of Stockholders virtually on May 12, 2025, at 10:00 a.m. Eastern Time.
• Stockholders of record as of March 5, 2025, are eligible to vote.
• The meeting will address the election of three Class III directors to serve until the 2028 annual meeting and the ratification of KPMG LLP as the company's independent registered public accounting firm for the year ending December 31, 2025.
• Stockholders can vote online, by phone, or by mail.
• The company has engaged D.F. King & Co., Inc. to assist in the solicitation of proxies at an anticipated cost of approximately $7,500, plus reimbursement of certain expenses and fees for additional services requested.
• As of March 5, 2025, there were 681,588,467 shares of common stock outstanding.

Sentiment

Score: 7

Explanation: The document is a standard proxy statement, which is generally neutral in tone. The information is factual and procedural, with no significant positive or negative indicators. The sentiment is slightly positive due to the routine nature of the meeting and the absence of any disclosed issues.

Positives

• The company is providing a virtual meeting option, allowing for broader participation from stockholders.
• Stockholders have multiple options for voting, including online, phone, and mail, increasing accessibility.
• The Board recommends voting FOR the election of each of Daniel G. Kelly, Jr., Eric B. Siegel and R. Kipp deVeer as directors of the Company for the term for which they have been nominated.
• The Board recommends voting FOR ratification of the selection of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2025.

Risks

• If there are not sufficient votes for a quorum or to approve or ratify any of the proposals at the time of the Annual Meeting, the Annual Meeting may be adjourned in order to permit further solicitation of proxies by the Company.
• The Board is not aware of any matter to be presented for action at the Annual Meeting other than the matters set forth herein; however, should any other matter requiring a vote of stockholders arise, it is the intention of the persons named in the proxy to vote in accordance with their discretion on such matters.

Future Outlook

The company encourages stockholders to vote their shares at the Annual Meeting.

Management Comments

• On behalf of your board of directors, thank you for your continued interest and support.
• The Company intends to answer questions that are pertinent to the Company and the official business of the Annual Meeting, subject to time constraints.

Industry Context

This is a standard annual meeting announcement for a publicly traded company, involving routine matters such as director elections and auditor ratification.

Comparison to Industry Standards

• The virtual meeting format is increasingly common among publicly traded companies to enhance accessibility.
• The proxy solicitation process and the engagement of firms like D.F. King are standard practices.
• The director independence criteria align with NASDAQ listing standards and SEC regulations.
• The disclosure of fees paid to the independent auditor (KPMG LLP) is a standard requirement.

Management Changes

Related Party Transactions

• The Company is party to an investment advisory and management agreement with Ares Capital Management, a subsidiary of Ares Management, an entity in which certain directors and officers of the Company and members of the investment committee of the investment adviser may have indirect ownership and pecuniary interests.
• Pursuant to the terms of the administration agreement between Ares Operations and the Company, Ares Operations, a subsidiary of Ares Management, currently provides the Company with certain administrative and other services necessary to conduct the Company's day-to-day operations, and the Company reimburses Ares Operations, at cost, for the Company's allocable portion of overhead and other expenses (including travel expenses) incurred by Ares Operations in performing its obligations under the administration agreement, including the Company's allocable portion of the compensation, rent and other expenses of certain of its officers (including its chief compliance officer, chief financial officer, chief accounting officer, general counsel, secretary, treasurer and assistant treasurer) and their respective staffs, but not investment professionals.

Stakeholder Impact

• Shareholders are asked to vote on key governance matters, influencing the direction and oversight of the company.
• Employees are indirectly affected by the decisions made at the annual meeting, particularly regarding the selection of directors and auditors.
• The outcome of the meeting can impact the company's financial stability and reputation, affecting customers, suppliers, and creditors.

Next Steps

• Stockholders are encouraged to vote their shares either by proxy or during the virtual Annual Meeting.
• The company will proceed with the Annual Meeting on May 12, 2025, and implement the decisions made during the meeting.

Key Dates