Ares Capital (ARCC) Proxy filing summary

Executive summary

• Special Meeting of Stockholders scheduled for August 13, 2026, to consider a key proposal.

• Proposal seeks authorization to issue common stock below net asset value (NAV) per share, effective for 12 months if approved.

• No immediate plans to issue shares below NAV; authorization is for flexibility during market disruptions.

• Similar authorization has been approved annually for 17 years, used only once for a major acquisition during 2009-2010 market volatility.

• Stockholder participation is emphasized as critical for meeting quorum and approval requirements.

Voting matters and shareholder proposals

• Stockholders are asked to vote on authorizing the issuance of common stock below NAV, subject to Board approval and limitations.

• Authorization, if granted, is valid for a 12-month period following the meeting.

• Board of Directors unanimously recommends voting FOR the proposal.

• Voting can be completed online, by phone, or by mail, with detailed instructions provided.

Board of directors and corporate governance

• Any issuance of shares below NAV would require explicit approval from the Board of Directors.

• The Board has a history of seeking annual stockholder approval for this flexibility.