Ares Capital Corp

1. 1

   Authorization to Sell or Otherwise Issue Common Stock Below NAV

   ManagementBoard: FOR

   Seek stockholder approval to permit the Company, with Board approval, to sell or issue shares of common stock at prices below the then-current NAV, limited to shares not exceeding 25% of outstanding common stock and effective for 12 months.

   More detail

   This management proposal asks shareholders to grant the Board the authority, for a 12‑month period, to issue or sell up to 25% of the Company’s outstanding common stock at prices below the then‑current NAV, subject to specified safeguards. Management is seeking approval because as a BDC and RIC the Company faces limitations on retained earnings and must maintain a debt‑to‑equity ratio (approximately 2:1) to incur debt; issuing equity below NAV can provide timely access to capital during market dislocation to pursue attractive investments or acquisitions and to realign capital structure if asset values decline. The proposal contains explicit conditions: a required majority of directors (both non‑interested and independent directors) must determine the sale is in the Company’s best interests, and, in consultation with underwriters for underwritten offerings, must determine in good faith immediately prior to offering or issuance that the sale price closely approximates market value less distributing commissions or discounts. The Board emphasizes historical context — the Company has requested similar annual approval for 17 years and exercised it only once in 2009 in an accretive acquisition — to mitigate concerns about routine or opportunistic dilution. The company also describes potential dilutive impacts, provides hypothetical examples showing NAV dilution under different offering sizes and discounts, and discloses that stockholders will not have preemptive rights, underscoring the dilution risk to non‑participating holders. Regulatory constraints and required director determinations create governance checks, but the proposal still grants management substantial discretion to act quickly without subsequent shareholder approval for each issuance within the 12‑month window. The Board recommends a FOR vote, arguing the benefits — improved liquidity, competitive positioning to execute investments, and flexibility to satisfy regulatory and covenant requirements — outweigh the dilution risk if offerings are carefully vetted and limited in size. Investors should weigh the tradeoff between short‑term NAV dilution and the potential long‑term accretion from timely investment or acquisition opportunities, particularly given the Company’s BDC status and the demonstrated historical restraint in using this authority.

Upcoming shareholder meetings at Ares Capital Corp’s closest sector peers — compare boards, ballots, and ownership across the cohort.

When is the Ares Capital Corp 2026 special meeting?

Ares Capital Corp (ARCC) holds its 2026 special shareholder meeting on Thursday, August 13, 2026.

What is the record date for the Ares Capital Corp 2026 meeting?

The record date for the Ares Capital Corp 2026 meeting is Friday, May 15, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Ares Capital Corp's 2026 meeting?

The board is presenting 10 director nominees at the Ares Capital Corp 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Ares Capital Corp 2026 meeting?

Shareholders will vote on 1 proposal at the Ares Capital Corp 2026 meeting, each tagged with who proposed it and the board's recommendation.