UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

 

Date of report (Date of earliest event reported) April 29, 2015

 

ARES CAPITAL CORPORATION

(Exact Name of Registrant as Specified in Charter)

 

 

 

Registrant’s telephone number, including area code (212) 750-7300

 

N/A

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

Item 5.07  Submission of Matters to a Vote of Security Holders.

 

Annual Meeting of Stockholders

 

On April 29, 2015, Ares Capital Corporation (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”) at The Century Plaza Towers, 2029 Century Park East, Concourse Level, Conference Room B, Los Angeles, California 90067.  The issued and outstanding shares of stock of the Company entitled to vote at the Annual Meeting consisted of the 314,108,062 shares of common stock outstanding on the record date, March 4, 2015.  The common stockholders of the Company voted on two matters at the Annual Meeting, both of which were approved.  The final voting results from the Annual Meeting as of April 29, 2015, as certified by the inspector of election, were as follows:

 

(1)           A proposal to elect three directors to serve for a term of three years, and until their successors are duly elected and qualify.

 

		FOR		WITHHELD		BROKER NON-VOTES
Steve Bartlett		143,829,764		5,296,136		125,521,170
Robert L. Rosen		144,345,078		4,780,822		125,521,170
Bennett Rosenthal		141,815,589		7,310,311		125,521,170

 

(2)           A proposal to ratify the selection of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2015.

 

FOR		AGAINST		ABSTAIN
267,528,441		6,093,046		1,025,583

 

Special Meeting of Stockholders

 

On April 29, 2015, the Company also held a special meeting of stockholders (the “Special Meeting”) at The Century Plaza Towers, 2029 Century Park East, Concourse Level, Conference Room B, Los Angeles, California 90067.  The issued and outstanding shares of stock of the Company entitled to vote at the Special Meeting consisted of the 314,108,062 shares of common stock outstanding on the record date, March 4, 2015.  The common stockholders of the Company voted on one matter at the Special Meeting, which was approved.  The final voting results from the Special Meeting as of April 29, 2015, as certified by the inspector of election, were as follows:

 

(1)           A proposal to authorize the Company, with the approval of its board of directors, to sell or otherwise issue shares of its common stock at a price below its then current net asset value per share subject to certain limitations (including, without limitation, that the number of shares issued does not exceed 25% of its then outstanding common stock).

 

FOR		AGAINST		ABSTAIN
130,927,855		28,498,696		2,535,937

 

2

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	ARES CAPITAL CORPORATION
Date:   May 1, 2015
	By:	/s/ Penni F. Roll
	Name:	Penni F. Roll
	Title:	Chief Financial Officer

 

3