Ares Capital (ARCC) Proxy filing summary

Executive summary

• Supplemental communication addresses a voting recommendation by ISS that differs from the board's recommendation regarding the election of Steven B. McKeever as a Class I Director.

• The board emphasizes McKeever's active role and long-standing service since 2012, highlighting his importance to the company and shareholders.

• The communication urges shareholders to vote in favor of all board-nominated directors, specifically McKeever.

Voting matters and shareholder proposals

• Proposal 1 concerns the election of Steven B. McKeever as director, with the board urging a "FOR" vote.

• ISS recommended against McKeever due to the company's bylaw amendment provisions, but the board disagrees with this rationale.

• Shareholders are reminded they can change their vote at any time before the annual meeting.

Board of directors and corporate governance

• McKeever serves as chairperson of the Nominating and Governance Committee and has been on the board since 2012.

• The board asserts that exclusive bylaw amendment power should remain with directors, as permitted by Maryland law, to ensure decisions are made in the best interests of the company.

• Directors are legally bound to act in the company's best interests, unlike shareholders who may act in their own interests.