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