UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
SCHEDULE 14A
Proxy
Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment
No.        
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Filed by the Registrant x
Filed by a Party other than the Registrant ¨
Check the appropriate box:
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Preliminary Proxy
Statement |
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Confidential, for Use of the
Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional
Materials |
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Soliciting Material under
§240.14a-12 |
ARES CAPITAL CORPORATION
(Name of Registrant as Specified In Its Charter)
(Name of
Person(s) Filing Proxy Statement, if other than the
Registrant)​
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Fee paid previously with
preliminary materials. |
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Fee computed on table in exhibit
required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and
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Ares Capital Corporation
245 Park Avenue, 44th Floor
New York, NY 10167
Commencing on
April 24, 2023, Ares Capital Corporation made the following
communications to certain of its stockholders.
April 24, 2023
Re: Supplemental Information Related to Proposal 1 (Election of
Directors)
Institutional Shareholder Services (“ISS”) has issued voting
recommendations that are inconsistent with the recommendations of
the board of directors (the “Board” or the “Board of Directors”) of
Ares Capital Corporation (the “Company”) on the election of Michael
J Arougheti and Steven B. McKeever as Class I Directors.
Our Board of Director’s Nominating and Governance Committee and our
Board of Directors have both determined that the nomination and
election of Michael J Arougheti and Steven B. McKeever are in the
best interests of the Company and our stockholders. Additionally,
our Board of Directors believes that depriving the Company of the
services of Michael J Arougheti and Steven B. McKeever, both
of whom are very important and active members of our Board of
Directors, is not in the best interests of the Company or our
stockholders.
Our understanding is that ISS policy allows for an exception to its
policy of recommending “Against” votes for certain directors who
serve on more than three public company boards while serving as the
Chief Executive Officer (“CEO”) of another company when service on
one of the boards is integral to the duties of the CEO. We do not
believe ISS recognizes that Michael J Arougheti is only on the
public company boards of companies affiliated with Ares Management
Corporation (“Ares Management”). We believe being on these boards
is integral to Michael J Arougheti’s job as CEO of Ares
Management.
We believe ISS’s recommendations do not reflect the deep level of
commitment and importance of Michael J Arougheti and Steven B.
McKeever to the Company and Board.
We urge you, for the reasons
set forth below, to support the recommendation of our Board of
Directors.
WE URGE YOU TO SUPPORT THE RECOMMENDATIONS OF OUR BOARD OF
DIRECTORS AND
VOTE “FOR” EACH NOMINEE FOR DIRECTOR.
Proposal 1 (Election of Directors)
We urge you to support and vote FOR the election of Michael J
Arougheti as a director of the Company:
Michael J Arougheti serves as the Co-Chairperson of our Board of
Directors and has been a formative and active Board member since
2009, and our Board believes that Michael J Arougheti brings
significant experience, skills and perspective to our Board.
Michael J Arougheti has been instrumental in the Company’s success
from the beginning, serving as its President or CEO from its
initial public offering in 2004 through July 2014, and as the
Co-Chair of our Board since July 2014. As a longtime Board
member, current Co-Chairperson of our Board and former CEO and
President, Michael J Arougheti has contributed significantly to the
Company and remains a crucial member of the Company’s Board. In
particular, Michael J Arougheti played a prominent role in the
Company’s acquisitions of Allied Capital Corporation in 2010 and
American Capital Ltd. in 2017, both of which were transformative
transactions for the Company. Our Board’s Nominating and Governance
Committee and our full Board have unanimously determined that the
nomination and election of Michael J Arougheti is in the best
interests of the Company and the opportunity for long-term value
creation for our stockholders. Additionally, both our Board’s
Nominating and Governance Committee and our full Board believe that
depriving the Company of the services of Michael J Arougheti as a
Board member is not in the best interests of the Company or its
stockholders.
We are aware that ISS has adopted a policy of recommending
“Against” votes for certain directors of public companies that
serve on more than three public company boards of directors while
serving as a CEO of another public company. We believe this policy
is designed to ensure that executives have sufficient time to focus
on the company for which they serve as CEO. Our Board’s Nominating
and Governance Committee and our full Board noted that while
Michael J Arougheti serves as the CEO and President of Ares
Management and sits on four public company boards of directors
(Ares Management, Ares Acquisition Corporation, Ares Capital
Corporation, and Ares Commercial Real Estate Corporation), all of
such companies relate to Ares Management (either directly or
companies that are externally managed or sponsored by affiliates of
Ares Management). We do not believe that ISS appreciates that the
boards on which Michael J Arougheti sits are all Ares affiliated
boards and notably, Michael J Arougheti does not hold a board seat
on any public company outside of these Ares affiliated companies.
Furthermore, our understanding is that ISS policy allows for an
exception when service on one of the boards is integral to the
CEO’s duties. We believe that Michael J Arougheti’s service on
these boards of directors is an essential element of his position
at Ares Management, enhances the collaboration across Ares’
vehicles and assists us in accomplishing our goal of delivering
attractive risk adjusted investment returns to stockholders
throughout market cycles.
We urge you to support and vote FOR the election of Steven B.
McKeever as a director of the Company:
Steven B. McKeever served as an independent director of the Company
since 2012 and is the Chairperson of our Board’s Nominating and
Governance Committee.
We are aware that ISS has adopted a policy of recommending
“Against” votes for certain directors of public companies that have
governing documents that provide the board with the exclusive power
to amend the company’s bylaws. We believe that ISS is expressing
this view through their recommendation to withhold support for
Steven B. McKeever’s election.
Our Board of Directors believes that it remains in the best
interests of the Company and our stockholders if the power to amend
our bylaws is vested exclusively in our Board of Directors as is
permitted by Maryland law. Since our initial public offering in
2004, the power to amend our bylaws has been vested exclusively
with our Board of Directors. This arrangement has served the
interests of the Company and our stockholders well, we believe,
because under Maryland law, our directors owe legal duties to the
Company and our stockholders that require them to act with a
reasonable belief that their actions are in the best interests of
the Company and our stockholders. On the other hand, under Maryland
law, stockholders are not bound by any such legal duty and are
permitted to take or to recommend actions that are in their own
individual interests as stockholders without taking into account
the broader interests of other stockholders or the interests of the
Company. As a result of these factors, we believe that our Board of
Directors is in the best position to consider possible future bylaw
amendments and will adopt such amendments only after concluding
that such amendments are in the best interests of the Company and
our stockholders.
For the foregoing reasons, we believe the against recommendation
is unwarranted and we urge you to vote FOR the election of Michael
J Arougheti and Steven B.
McKeever as directors of
the Company
If you have any questions or need assistance in voting your proxy,
please call our proxy solicitor, D.F.
King & Co., Inc., at 1-877-864-5060.
This information is being
provided to certain stockholders as a supplement to our Proxy
Statement dated March 17, 2023, which you already received.
Please read the complete Proxy Statement and accompanying materials
carefully before you make a voting decision. Even if voting
instructions for your proxy have already been given, you can change
your vote at any time before the annual meeting by giving new
voting instructions as described in more detail in our Proxy
Statement.
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