ARES CAPITAL CORPORATION (NASDAQ:ARCC) Files An 8-K Submission of Matters to a Vote of Security Holders

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ARES CAPITAL CORPORATION (NASDAQ:ARCC) Files An 8-K Submission of Matters to a Vote of Security Holders
Item 5.07 Submission of Matters to a Vote of Security Holders.

Annual Meeting of Stockholders

On May14, 2018, Ares Capital Corporation (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”) at the offices of Proskauer Rose LLP, Eleven Times Square, New York, New York 10036. The issued and outstanding shares of stock of the Company entitled to vote at the Annual Meeting consisted of the 426,299,165 shares of common stock outstanding at the close of business on the record date, March16, 2018. At the Annual Meeting, the Company’s stockholders voted on the following proposals and the Company’s inspector of election certified the vote tabulations indicated below.

Proposal 1

The three director nominees listed below received the affirmative vote of a majority of the votes cast by stockholders present in person or by proxy at the Annual Meeting but did not receive the affirmative vote of a majority of the shares outstanding and entitled to vote at the Annual Meeting. However, in accordance with Maryland law, each of Messrs.Bartlett, Rosen and Rosenthal will continue to serve as ClassII directors of the Company until their respective successors are duly elected and qualify. The voting results are set forth below:

FOR

AGAINST

ABSTAIN

BROKER NON-VOTES

Steve Bartlett

144,356,031

71,931,241

1,372,720

158,213,794

Robert L. Rosen

124,206,792

92,023,223

1,429,977

158,213,794

Bennett Rosenthal

141,918,768

74,315,241

1,425,983

158,213,794

Proposal 2

The proposal to ratify the selection of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December31, 2018 was approved, based on the following votes:

FOR

AGAINST

ABSTAIN

368,639,312

5,676,174

1,558,300

Special Meeting of Stockholders

On May14, 2018, the Company also held a special meeting of stockholders (the “Special Meeting”) at the offices of Proskauer Rose LLP, Eleven Times Square, New York, New York 10036. The issued and outstanding shares of stock of the Company entitled to vote at the Special Meeting consisted of the 426,299,165 shares of common stock outstanding at the close of business on the record date, March16, 2018. At the Special Meeting, the Company’s stockholders voted on the following proposal and the Company’s inspector of election certified the vote tabulation indicated below.

Proposal 1

The proposal to authorize the Company, with the approval of its board of directors, to sell or otherwise issue shares of its common stock at a price below its then current net asset value per share subject to certain limitations (including, without limitation, that the number of shares issued does not exceed 25% of its then outstanding shares of common stock) was approved, based on the following votes:

All stockholders:

FOR

AGAINST

ABSTAIN

186,172,144

30,179,083

2,322,776

All stockholders excluding shares held by affiliated persons:

FOR

AGAINST

ABSTAIN

178,789,613

30,179,083

2,322,776


About ARES CAPITAL CORPORATION (NASDAQ:ARCC)

Ares Capital Corporation is a specialty finance company that is a closed-end, non-diversified management investment company. The Company’s investment objective is to generate both current income and capital appreciation through debt and equity investments. The Company invests primarily in the United States middle-market companies. The Company invests in first lien senior secured loans (including unitranche loans, which are loans that combine both senior and mezzanine debt, generally in a first lien position), second lien senior secured loans and mezzanine debt, which in some cases includes an equity component. The Company focuses on self-originating most of its investments by pursuing an array of investment opportunities in middle-market companies, venture capital backed businesses and power generation projects across multiple channels. It also makes preferred and/or common equity investments. The Company is externally managed by its investment advisor, Ares Capital Management LLC.