Ares Capital Corp DEFA14A, filed Aug 4, 2021
Ares Capital Corp (ARCC)
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. |
| (1) | Title of each class of securities to which transaction applies: | |
| (2) | Aggregate number of securities to which transaction applies: | |
| (3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): | |
| (4) | Proposed maximum aggregate value of transaction: | |
| (5) | Total fee paid: | |
| ¨ | 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. |
| (1) | Amount Previously Paid: | |
| (2) | Form, Schedule or Registration Statement No.: | |
| (3) | Filing Party: | |
| (4) | Date Filed: | |
Ares Capital Corporation
245 Park Avenue, 44th Floor
New York, NY 10167
Commencing on August 4, 2021, Ares Capital Corporation made the following communications to certain of its stockholders.
Title: ARCC – Requesting Your Support at Our Upcoming Special Meeting
Dear Stockholder:
I am writing to request your participation and support in Ares Capital Corporation’s (“ARCC”) Special Meeting of Stockholders on August 13th. Your vote is extremely important. If we do not receive your vote, we may have to adjourn and continue to request stockholder participation to reach a required quorum, which may come at additional expense to stockholders. We believe it is in your and other stockholders’ best interests to vote your shares.
Specific to the proposal, as detailed in the Proxy Statement provided below, ARCC has sought and received stockholder approval for similar proposals for each of the last 12 years. While ARCC has no immediate plans to issue any shares of its common stock below NAV, we are seeking stockholder approval now in order to provide flexibility if the Company desires in the future to issue shares of its common stock below NAV, which typically must be undertaken quickly. We believe it is noteworthy to point out that both ISS and Glass Lewis have recommended investors vote “FOR” this proposal. Additional information can be found within our Proxy Statement (link).
We thank you for your continued support of ARCC.