Ares Capital (ARCC) Proxy filing summary

Executive summary

• A special meeting will be held virtually on August 13, 2026, for shareholders of record as of May 15, 2026, to vote on a key proposal.

• The main proposal seeks authorization to issue up to 25% of outstanding common stock at prices below net asset value (NAV) for a 12-month period.

• This authorization is not an immediate plan to issue shares but provides flexibility to act quickly if market conditions warrant.

• The company has received similar annual approvals for 17 years, using it only once in 2009 for an accretive acquisition.

• The board unanimously recommends voting in favor, citing benefits such as capital flexibility and competitive positioning.

Voting matters and shareholder proposals

• Shareholders will vote on authorizing the company to issue shares below NAV, limited to 25% of outstanding stock.

• Approval requires a majority as defined by the Investment Company Act, including a majority of non-affiliated shareholders.

• Abstentions and broker non-votes will count as votes against the proposal.

• Deadlines for shareholder proposals and director nominations for the 2027 annual meeting are specified.

Board of directors and corporate governance

• The board, including a majority of independent directors, has approved the proposal as in the best interests of shareholders.

• Directors and executive officers as a group own less than 1% of outstanding shares.

• The board will determine the terms of any future issuance and ensure compliance with all regulatory requirements.