Ares Capital (ARCC) Proxy Filing summary

Executive summary

• A special meeting will be held virtually on August 8, 2025, for shareholders of record as of May 13, 2025, to vote on a key proposal.

• The main proposal seeks authorization to issue up to 25% of outstanding common stock at prices below net asset value (NAV) for a 12-month period.

• The board recommends voting in favor, citing flexibility to access capital during market volatility and to pursue investment opportunities.

• The company has a history of seeking and receiving similar annual approvals, but has rarely used this authority.

• Shareholders are encouraged to vote by proxy or online, with technical support available for the virtual meeting.

Voting matters and shareholder proposals

• The sole proposal is to authorize the issuance of common stock below NAV, limited to 25% of outstanding shares, effective for 12 months.

• Approval requires a majority as defined by the Investment Company Act, including a majority of non-affiliated shareholders.

• Abstentions and broker non-votes will count as votes against the proposal.

• Deadlines for shareholder proposals and director nominations for the 2026 annual meeting are specified, with clear submission instructions.

Board of directors and corporate governance

• The board, including a majority of independent directors, has approved and recommends the proposal.

• Beneficial ownership by directors and officers is detailed, with no individual or group holding more than 5% of shares.

• The board will determine the terms of any below-NAV issuance and ensure compliance with required majority approval.