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 12, 2026, to vote on a key proposal.

• The main proposal seeks authorization for the company, with board approval, to issue common stock at a price below its then-current net asset value (NAV), subject to a 25% cap of outstanding shares and other limitations.

• This authorization, if approved, will be effective for a twelve-month period and is intended to provide flexibility to access capital during periods of market volatility.

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

• Shareholders are encouraged to vote via mail, phone, or online, and technical support will be available for the virtual meeting.

Voting matters and shareholder proposals

• The sole proposal is to authorize the issuance of common stock below NAV, not exceeding 25% of outstanding shares, effective for one year.

• 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 nominations and proposals for the 2027 annual meeting are specified, with clear instructions for submission.

Board of directors and corporate governance

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

• The board will determine the final terms of any issuance and ensure compliance with all conditions.

• Directors and executive officers as a group own less than 1% of outstanding shares, with no individual or group owning 5% or more.