Ares Capital (ARCC) Proxy Filing summary

Executive summary

• The 2026 Annual Meeting will be held virtually on May 7, 2026, with full participation rights for shareholders as of March 2, 2026.

• Shareholders will vote on the election of three Class I directors and the ratification of KPMG LLP as the independent auditor for 2026.

• The proxy statement includes detailed biographical and professional information for all directors and executive officers.

• The company’s board structure, governance practices, and committee roles are outlined, emphasizing independence and oversight.

Voting matters and shareholder proposals

• Proposal 1: Election of Ann Torre Bates, Steven B. McKeever, and Michael J Arougheti as Class I directors until 2029.

• Proposal 2: Ratification of KPMG LLP as independent registered public accounting firm for 2026.

• Shareholders may submit questions and vote electronically during the virtual meeting.

• Procedures for shareholder nominations and proposals for the 2027 meeting are provided, with specific deadlines.

Board of directors and corporate governance

• The board consists of a majority of independent directors, with a lead independent director and two co-chairpersons.

• Committees include audit, nominating and governance, and co-investment, all comprised solely of independent directors.

• The board regularly reviews governance policies and encourages diversity in director backgrounds and perspectives.

• Stock ownership guidelines require independent directors to hold equity equal to 2.5 times their annual retainer.