DEFA14A 1 tm2118192d1_defa14a.htm DEFA14A



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Ares Capital Corporation

245 Park Avenue, 44th Floor

New York, NY 10167




Commencing on June 2, 2021, Ares Capital Corporation made the following communications to certain of its stockholders.


June 2, 2021


Re: Supplemental Information Related to Proposal 1 (Election of Directors)


Institutional Shareholder Services (“ISS”) has issued voting recommendations that are inconsistent with our Board of Directors’ recommendations on the election of Michael K. Parks, Robert L. Rosen and Bennett Rosenthal as our Class II directors.


We urge you, for the reasons set forth below, to support the recommendations of our Board of Directors.


Messrs. Parks, Rosen and Rosenthal have been very important and active members of the Board of Directors of Ares Capital Corporation (“ARCC” or the “Company”) and we believe ISS’ recommendations do not reflect their deep level of commitment to the Company and Board matters.


ISS’s assertion that ARCC’s board “appears to lack any racial/ethnic diversity” is also incorrect.  To the contrary, ARCC’s current board composition reflects both racial/ethnic and gender diversity.  Further, ARCC remains committed to ensuring that any individuals evaluated for future vacancies on its board reflect a broad mix of diverse characteristics.




Proposal 1 (Election of Directors)


We urge you to support and vote FOR the election of Messrs. Parks, Rosen and Rosenthal as directors of the Company:


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. As part of our corporate governance review, our Board of Directors considered whether or not we should amend our bylaws to allow our stockholders (without the concurrence of our Board of Directors) to adopt amendments to the Company’s bylaws. 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.





The Nominating and Governance Committee of our Board of Directors and our Board of Directors have determined that the nomination and election of Messrs. Parks, Rosen and Rosenthal 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 Messrs. Parks, Rosen and Rosenthal, who have each served the Company well during their respective terms as directors, is not in the best interests of the Company or our stockholders


For the foregoing reasons, we believe the against recommendation is unwarranted and we urge you to vote FOR Messrs. Parks, Rosen and Rosenthal 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 April 13, 2021, 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.