DEF: Ares Management Corporation Sets Date for 2025 Annual Stockholders Meeting

Ares Management Corporation will hold its 2025 Annual Meeting of Stockholders virtually on June 6, 2025, to vote on director elections, auditor ratification, executive compensation, and say-on-pay frequency.

Summary

• Ares Management Corporation will hold its 2025 Annual Meeting of Stockholders on June 6, 2025, at 11:00 a.m. Eastern Time, in a virtual format.
• Stockholders of record as of April 7, 2025, are entitled to vote on the election of directors, ratification of Ernst & Young LLP as the independent registered public accounting firm for 2025, an advisory vote on executive compensation, and an advisory vote on the frequency of future say-on-pay votes.
• The board recommends voting for the election of director nominees, for the ratification of Ernst & Young, for the approval of executive compensation, and to hold the say-on-pay vote once every three years.
• As of the record date, there were 214,980,803 shares of Class A common stock, 1,000 shares of Class B common stock, and 108,114,920 shares of Class C common stock outstanding.
• The Ares Ownership Condition was satisfied as of January 31, 2025, with Ares Voting, current and former Ares personnel, and Ares Owners controlling at least 37.09% of the voting power of the Designated Stock.

Sentiment

Score: 7

Explanation: The document is a standard proxy statement, which is generally neutral in tone. It provides necessary information for stockholders to make informed decisions, indicating a well-managed and transparent approach to corporate governance.

Positives

• The company is providing stockholders with the same rights and opportunities in the virtual meeting format as they would have at an in-person meeting.
• The board is actively engaged in risk oversight, including compensation risk assessment.
• The company has a clawback policy in place that complies with NYSE rules.
• The company is committed to diversity, equity, and inclusion in its talent processes and global business practices.
• The company has a strong focus on human capital management, including talent development, training, and employee engagement.

Risks

• The IRS may challenge all or part of the tax basis increase and increased deductions, and a court could sustain such a challenge.
• There may be a material negative effect on our liquidity if, as a result of timing discrepancies or otherwise, the payments under the tax receivable agreement exceed the actual cash tax savings we realize in respect of the tax attributes subject to the tax receivable agreement and/or distributions to us by the Ares Operating Group are not sufficient to permit us to make payments under the tax receivable agreement after it has paid taxes.
• Decisions made in the course of running our businesses may influence the timing and amount of payments that are received by the TRA Recipients (including, among others, certain Holdco Members) under the tax receivable agreement.
• We will not be reimbursed for any payments previously made under the tax receivable agreement with respect to a tax basis increase that is successfully challenged.

Future Outlook

The board recommends a vote FOR the election of each of the director nominees listed herein FOR the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm, FOR the approval, on a non-binding, advisory basis, of compensation paid to our named executive officers for our 2024 fiscal year and to recommend holding the Say-on-Pay vote ONCE EVERY THREE YEARS.

Industry Context

This announcement is typical for publicly traded companies as they prepare for their annual meetings, ensuring compliance with SEC regulations and corporate governance best practices.

Comparison to Industry Standards

• The proxy statement adheres to SEC guidelines, similar to those of Blackstone (BX), Apollo Global Management (APO), and KKR & Co. (KKR).
• The virtual meeting format aligns with current trends, as seen with companies like Brookfield Asset Management (BAM) and The Carlyle Group (CG).
• Executive compensation disclosures are in line with industry standards, providing detailed information on salary, bonus, stock awards, and other compensation components, comparable to disclosures made by peers such as TPG Inc. (TPG).

Related Party Transactions

• The company has entered into a tax receivable agreement with certain direct and indirect holders of Ares Operating Group Units.
• The company has entered into an Investor Rights Agreement that grants Ares Owners and certain other persons the right to require the company to register common shares.
• The company's personnel have made use of aircraft owned by Mr. Ressler and by Messrs. Kaplan and Rosenthal together, with payment by the company or certain of its affiliates for the business use of these aircraft by Messrs. Ressler, Kaplan and Rosenthal and other of our personnel is generally made at or below market rates.

Stakeholder Impact

• Stockholders have the opportunity to vote on key corporate matters.
• Employees are impacted by the company's human capital management policies and compensation programs.
• The company's responsible investment strategy considers environmental, social, and governance factors, impacting communities and the environment.

Next Steps

• Stockholders are encouraged to vote on the proposals outlined in the proxy statement.
• Stockholders can attend the virtual Annual Meeting on June 6, 2025.
• The company will announce preliminary voting results at the Annual Meeting and publish final results in a Current Report on Form 8-K.

Key Dates

Keywords

Annual Meeting, Proxy Statement, Stockholders, Directors, Executive Compensation, Ares Management, Voting, Governance, Ernst & Young, Say-on-Pay