ARES CAPITAL CORPORATION (NYSE:AFC) 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.
Special Meeting of Stockholders
On December15, 2016, Ares Capital Corporation (the Company) held
a special meeting of stockholders (the Special Meeting) at the
Hyatt Regency Bethesda, 7400 Wisconsin Avenue, Bethesda, Maryland
20814. The issued and outstanding shares of stock of the Company
entitled to vote at the Special Meeting consisted of the
313,954,008 shares of common stock outstanding on the record
date, October17, 2016. At the Special Meeting, the Companys
stockholders voted on the following proposals and the Companys
inspector of election certified the vote tabulations indicated
below.
Proposal 1
The proposal to issue shares of the Companys common stock to the
Agreement and Plan of Merger, dated as of May23, 2016, by and
among the Company, American Capital,Ltd. (American Capital),
Orion Acquisition Sub,Inc., a wholly owned subsidiary of the
Company,Ivy Hill Asset Management,L.P. (IHAM), a wholly owned
portfolio company of the Company,Ivy Hill Asset ManagementGP,LLC,
in its capacity as general partner of IHAM, American Capital
Asset Management,LLC, and solely for the limited purposes set
forth therein, Ares Capital ManagementLLC, the Companys
investment adviser (the Merger Agreement), at a price below net
asset value per share as described in the Companys proxy
statement for the Special Meeting, was approved, based on the
following votes:
|
FOR |
|
AGAINST |
|
ABSTAIN |
|
152,657,490 |
|
23,204,657 |
|
2,579,612 |
Proposal 2
The proposal to issue shares of the Companys common stock to the
Merger Agreement, in accordance with NASDAQ listing
rulerequirements as described in the Companys proxy statement for
the Special Meeting, was approved, based on the following votes:
|
FOR |
|
AGAINST |
|
ABSTAIN |
|
169,552,203 |
|
6,313,304 |
|
2,576,252 |
Proposal 3
The proposal to adjourn the Special Meeting, if necessary or
appropriate, to solicit additional proxies if there are not
sufficient votes at the time of the Special Meeting to approve
Proposal1 and Proposal 2, was approved, based on the following
votes:
|
FOR |
|
AGAINST |
|
ABSTAIN |
|
168,658,334 |
|
7,143,097 |
|
2,640,328 |
About ARES CAPITAL CORPORATION (NYSE:AFC)
ARES CAPITAL CORPORATION (NYSE:AFC) Recent Trading Information
ARES CAPITAL CORPORATION (NYSE:AFC) closed its last trading session up +0.17 at 25.65 with 5,579 shares trading hands.