DEFA14A 1 tm2019709d4_defa14a.htm DEFA14A

 

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )

 

Filed by the Registrant x
Filed by a Party other than the Registrant ¨
Check the appropriate box:
¨ Preliminary Proxy Statement
¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
¨ Definitive Proxy Statement
x Definitive Additional Materials
¨ Soliciting Material under §240.14a-12

ARES CAPITAL CORPORATION
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

x No fee required.
¨ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

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¨ Fee paid previously with preliminary materials.
¨ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

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Ares Capital Corporation
245 Park Avenue, 44th Floor
New York, NY 10167

 

ADDITIONAL INFORMATION REGARDING THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MONDAY, JUNE 22, 2020

 

The following Notice of Change of Location relates to the proxy statement (the “Proxy Statement”) of Ares Capital Corporation (the “Company”), dated March 30, 2020, furnished to stockholders of the Company in connection with the solicitation of proxies by the Board of Directors of the Company for use at the Annual Meeting of Stockholders (the “Annual Meeting”) to be held on Monday, June 22, 2020. This Supplement is being filed with the Securities and Exchange Commission and is being made available to stockholders on or about June 8, 2020.

 

THE NOTICE SHOULD BE READ IN CONJUNCTION WITH THE PROXY STATEMENT.

 

 

 

NOTICE OF CHANGE OF LOCATION OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 22, 2020

 

To the Holders of Shares of Common Stock of ARES CAPITAL CORPORATION:

 

Due to the public health impact of the coronavirus outbreak (COVID-19) and to support the health and well-being of our stockholders, NOTICE IS HEREBY GIVEN that the location of the 2020 Annual Meeting of Stockholders (the “Annual Meeting”) of Ares Capital Corporation (the “Company”) has been changed. As previously announced, the Annual Meeting will be held on Monday, June 22, 2020 at 3:00 p.m. Los Angeles PDT (6:00 p.m. New York EDT). In light of public health concerns regarding the coronavirus outbreak, the Annual Meeting will be held in a virtual meeting format only. You will not be able to attend the Annual Meeting physically.

 

Participating in the 2020 Annual Meeting Online

As described in the proxy materials for the Annual Meeting previously distributed, you are entitled to participate in the Annual Meeting if you were a stockholder “of record” (i.e., holding shares directly in your name) as of the close of business on March 25, 2020, the record date, or hold proper written authority from your broker, bank or other institution or nominee. To be admitted to the Annual Meeting at www.virtualshareholdermeeting.com/ARCC2020, you must enter the control number found on your proxy card, voting instruction form or notice you previously received. You may vote during the Annual Meeting by following the instructions available on the meeting website during the meeting. Whether or not you plan to attend the Annual Meeting, we urge you to authorize a proxy to vote your shares in advance of the meeting by one of the methods described in the proxy materials for the Annual Meeting. The proxy card included with the proxy materials previously distributed will not be updated to reflect the change in location and may continue to be used to authorize a proxy to vote your shares in connection with the Annual Meeting.

 

If you hold shares of the Company's common stock in “street name” through a broker, bank or other nominee, you must follow the instructions provided by your broker, bank or other nominee regarding how to instruct your broker, bank or other nominee to vote your shares, or obtain a proxy in your name from your broker, bank or other nominee.

 

 

 

 

By Order of the Board of Directors,
 
 
/s/ Joshua M. Bloomstein  
Joshua M. Bloomstein
Secretary
June 8, 2020

 

 

The Annual Meeting on June 22, 2020 at 3:00 p.m. Los Angeles PDT (6:00 p.m. New York EDT) is available at www.virtualshareholdermeeting.com/ARCC2020. The proxy statement and the Company’s 2019 Annual Report on Form 10-K are available on the Company’s internet website at www.arescapitalcorp-ir.com. Additionally, you may access the Company’s proxy materials at materials.proxyvote.com/04010L.

 

 

 

 

Ares Capital Corporation Announces Virtual 2020 Annual Meeting of Stockholders

 

NEW YORK— June 8, 2020 – Ares Capital Corporation (“Ares Capital”) (NASDAQ: ARCC) announced today that it has changed the format of its 2020 Annual Meeting of Stockholders from a physical in-person meeting to a virtual-only format. The Annual Meeting will still be hosted on June 22, 2020 at 3:00 p.m. Los Angeles PDT (6:00 p.m. New York EDT).

 

To participate in the meeting, stockholders of record as of March 25, 2020 will need to visit https://www.virtualshareholdermeeting.com/ARCC2020 and enter their control number included on their proxy card, voting instruction form or other notice received. Stockholders accessing the virtual meeting using their control numbers will also be able to vote and ask questions pertinent to matters at the meeting.

 

Ares Capital encourages eligible stockholders to vote on the proposals prior to the Annual Meeting using the instructions provided in the proxy materials previously distributed. The proxy card included with the Annual Meeting proxy materials will not be updated to reflect the information above and may continue to be used to vote shares in connection with the Annual Meeting.

 

ABOUT ARES CAPITAL CORPORATION

 

Ares Capital is a leading specialty finance company that provides one-stop debt and equity financing solutions to U.S. middle market companies and power generation projects. Ares Capital originates and invests in senior secured loans, mezzanine debt and, to a lesser extent, equity investments through its national direct origination platform. Ares Capital’s investment objective is to generate both current income and capital appreciation through debt and equity investments primarily in private companies. Ares Capital has elected to be regulated as a BDC and is the largest BDC by both market capitalization and total assets. Ares Capital is externally managed by a subsidiary of Ares Management Corporation (NYSE: ARES), a publicly traded, leading global alternative asset manager. For more information about Ares Capital Corporation, visit www.arescapitalcorp.com. However, the contents of such website are not and should not be deemed to be incorporated by reference herein.

 

FORWARD-LOOKING STATEMENTS

 

Statements included herein may constitute “forward-looking statements,” which relate to future events or Ares Capital’s future performance or financial condition. These statements are not guarantees of future performance, condition or results and involve a number of risks and uncertainties, including the impact of COVID-19 and related changes in base interest rates and significant market volatility on our business, our portfolio companies, our industry and the global economy. Actual results and conditions may differ materially from those in the forward-looking statements as a result of a number of factors, including those described from time to time in Ares Capital’s filings with the Securities and Exchange Commission. Any forward-looking statement speaks only as of the date on which it is made. Ares Capital undertakes no duty to update any forward-looking statements made herein, whether as a result of new information, future developments or otherwise, except as required by law.

 

 

 

 

Contact:

Ares Capital Corporation

Carl Drake, (888) 818-5298

cdrake@aresmgmt.com

or

John Stilmar, (888) 818-5298

jstilmar@aresmgmt.com

 

Media:

Mendel Communications LLC

Bill Mendel, 212-397-1030

bill@mendelcommunications.com