Ares Capital (ARCC) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting will be held virtually on May 12, 2025, with full participation rights for stockholders as of March 5, 2025.

• Stockholders will vote on the election of three Class III directors and the ratification of KPMG LLP as the independent auditor for 2025.

• The proxy statement includes detailed information on board nominees, governance, compensation, and related party transactions.

Voting matters and shareholder proposals

• Proposal 1: Election of three Class III directors (Daniel G. Kelly, Jr., Eric B. Siegel, R. Kipp de Veer) to serve until 2028.

• Proposal 2: Ratification of KPMG LLP as independent registered public accounting firm for 2025.

• Stockholders may submit questions and vote electronically before or during the meeting.

• Procedures for shareholder nominations and proposals for the 2026 meeting are outlined, with deadlines in October and November 2025.

Board of directors and corporate governance

• The board consists of a majority of independent directors, with committees for audit, nominating/governance, and co-investment.

• Mitchell Goldstein and Michael L. Smith serve as Co-Chairpersons; Eric B. Siegel is lead independent director.

• Board diversity includes two female directors and one racial/ethnic minority as of March 2025.

• The board regularly reviews governance policies and encourages director attendance at meetings.