DEF 14A of Ares Capital Corp, Mar 8, 2024

DEF 14A of Ares Capital Corp

Filed Mar 8, 20240001104659-24-032425

Open on EDGAR

  1. PROPOSAL 1: ELECTION OF DIRECTORS

    PROPOSAL 1: ELECTION OF DIRECTORS Under the Company’s charter (as amended, the “Charter” and, together with the Bylaws, the “Charter Documents”), the Company’s directors are divided into three classes. Directors are elected for a staggered term of three years each, with a term of office of only one of these three classes of directors expiring each year. Each director will hold office for the term to which he or she is elected and until his or her successor is duly elected and qualifies. The terms of Mary Beth Henson, Michael K. Parks, Robert L. Rosen and Bennett Rosenthal, the Class II directors, will expire at the Annual Meeting. Robert L. Rosen and Bennett Rosenthal have each notified the Company that they will not stand for re-election as directors of the Company when their respective terms expire at the Annual Meeting. Robert L. Rosen has served on the Board since the Company’s initial public offering in 2004. Bennett Rosenthal has served on the Board since the Company’s initial public offering in 2004 and currently serves as Co-Chairman of the Board. Following the Annual Meeting, Bennett Rosenthal will step down as Co-Chairman of the Board and will thereafter serve as Chairman Emeritus of the Board and Michael J Arougheti will serve as the sole Chairman of the Board. Neither Robert L. Rosen nor Bennett Rosenthal’s decision to not stand for re-election was based on the result of any disagreement relating to the Company’s operations, policies or practices. Following the Annual Meeting, the size of the Board will be reduced to nine directors. Upon Robert L. Rosen’s and Bennett Rosenthal’s departure, the Board’s classes would be unequally apportioned among the nine remaining directors. In accordance with the requirement in the Charter that each class of directors be as nearly equal in number as possible, the nominating and governance committee of the Board has proposed that Michael L. Smith stand for election as a Class II director at the Annual Meeting. In connection with this proposal, Michael L. Smith, with the concurrence of the nominating and governance committee and the Board, will cease his service as a Class III director effective upon his election as a Class II director at the Annual Meeting. If Michael L. Smith is not elected as a Class II director at the Annual Meeting, he will continue to serve as a Class III director. The nominating and governance committee of the Board has recommended, and the Board has nominated, Mary Beth Henson and Michael K. Parks to stand for re-election and Michael L. Smith to stand for election, in each case, at the Annual Meeting and to hold office until the annual meeting to be held in 2027 and until their successors are duly elected and qualify. Mary Beth Henson, Michael K. Parks and Michael L. Smith have agreed to serve as directors if elected and have consented to be named as nominees. The Charter Documents provide that directors shall be elected by the affirmative vote of shares representing at least a majority of all of the votes cast at a meeting at which a quorum is present; provided, that if the number of nominees for director exceeds the number of directors to be elected, directors shall be elected by the affirmative vote of a plurality of all of the votes cast at such meeting. Because the number of nominees for director does not exceed the number of directors to be elected, the affirmative vote of shares representing at least a majority of all the votes cast at the meeting is required to elect Mary Beth Henson, Michael K. Parks and Michael L. Smith as directors of the Company for the term for which they have been nominated. A stockholder can vote “For” or “Against” or abstain from voting with respect to each such nominee. In the absence of instructions to the contrary, it is the intention of the persons named as proxies to vote such proxy FOR the election of each of the nominees named herein. If any nominee should decline or be unable to serve as a director, it is intended that the proxy will be voted for the election of such person as is nominated as a replacement by the nominating and governance committee and by the Board. The Board has no reason to believe that any nominee will be unable or unwilling to serve. The Board unanimously recommends that you vote FOR the election of each of Mary Beth Henson, Michael K. Parks and Michael L. Smith as directors of the Company for the term for which they have been nominated.

  2. Information about the Director Nominees, the Directors, and the Executive Officers and Certain Other Officers

    Information about the Director Nominees, the Directors, and the Executive Officers and Certain Other Officers The following information as of March 5, 2024 was furnished to the Company by each currently serving director (including each currently serving director who is also a director nominee), each executive officer and each other listed officer, and sets forth the name, age, principal occupation or employment of each such person, all positions and offices such person has held with the Company, and the period during which he or she has served as a director, executive officer or other listed officer of the Company. Mary Beth Henson, Michael K. Parks and Michael L. Smith have not been proposed for election, nor has any director, executive officer or other listed officer of the Company been selected as a director, executive officer or other officer of the Company, pursuant to any agreement or understanding with the Company or any other person. As used herein, Ares Management Corporation (NYSE: ARES) and its affiliated companies (other than portfolio companies of its affiliated funds), including the investment adviser, are collectively referred to as “Ares” or “Ares Management,” unless the context otherwise requires. The Company divides its directors into two groups — interested directors and independent directors. Interested directors are “interested persons” of the Company as defined in Section 2(a)(19) of the Investment Company Act of 1940 (as amended, the “Investment Company Act”) and independent directors are not “interested persons” of the Company as defined in Section 2(a)(19) of the Investment Company Act.

  3. Information about the Director Nominees, the Directors, and the Executive Officers and Certain Other Officers

    | Name, Address and Age(1) | Position(s) Held with Fund | Term of Office and Length of Time Served | Principal Occupation(s) During Past 5 Years | Number of Portfolios in Fund Complex Overseen by Director or Nominee for Director | Other Directorships of Public or Registered Investment Companies Held by Director or Nominee for Director During Past 5 Years | | Nominees for Class II Directors — Term Expiring in 2027 | | | | | | | Independent Directors | | | | | | | Michael K. Parks, 64 | Director | Class II Director since 2019 (term expires in 2024) | Michael K. Parks is currently a director, and from January 2019 to January 2024 was the Chief Executive Officer and President, on a volunteer basis, of FlyawayHomes, a company whose mission is to help end chronic homelessness by developing a scalable model to build quality permanent supportive housing faster and cheaper, and a director of The People Concern, a major homeless service provider in Los Angeles. From 2015 to 2018, Michael K. Parks was a Managing Director in the Private Markets group of BlackRock, Inc. | One(2) | | | Mary Beth Henson, 63 | Director | Class II Director since 2022 (term expires 2024) | Since 2021, Mary Beth Henson has been retired. From 2013 to 2021, Mary Beth Henson served as Chief Financial Officer at the National Audubon Society, Inc. | One(2) | |

  4. Information about the Director Nominees, the Directors, and the Executive Officers and Certain Other Officers

    | Name, Address and Age(1) | Position(s) Held with Fund | Term of Office and Length of Time Served | Principal Occupation(s) During Past 5 Years | Number of Portfolios in Fund Complex Overseen by Director or Nominee for Director | Other Directorships of Public or Registered Investment Companies Held by Director or Nominee for Director During Past 5 Years | | Interested Director | | | | | | | Michael L. Smith, 52(3) | Director | Class III Director since 2022 (term expires 2025) Standing for election as a Class II Director | Since October 2022, Michael L. Smith has served as a director of the Company. From July 2014 to October 2022, Michael L. Smith served as a Co-President of the Company. Michael L. Smith is a Partner and Co-Head of the Ares Credit Group and he serves on the Ares Executive Management Committee. Michael L. Smith is a member of the Investment Committee of our investment adviser, Ares Credit Group’s U.S. Direct Lending and Commercial Finance Investment Committees, the Ares Private Equity Group’s Special Opportunities Investment Committee, and the Infrastructure and Power Group Funds Investment Committee. Michael L. Smith serves as an interested trustee and Co-Chief Executive Officer of Ares Strategic Income Fund. | Two(2) | Ares Strategic Income Fund |

  5. Information about the Director Nominees, the Directors, and the Executive Officers and Certain Other Officers

    | Name, Address and Age(1) | Position(s) Held with Fund | Term of Office and Length of Time Served | Principal Occupation(s) During Past 5 Years | Number of Portfolios in Fund Complex Overseen by Director or Nominee for Director | Other Directorships of Public or Registered Investment Companies Held by Director or Nominee for Director During Past 5 Years | | Class III Directors — Term Expiring in 2025 | | | | | | | Independent Directors | | | | | | | Daniel G. Kelly, Jr., 72 | Director | Class III Director since 2016 (term expires in 2025) | Daniel G. Kelly, Jr. currently dedicates his time to serving on the boards of directors of public companies and nonprofit organizations. From 1999 to 2015, Daniel G. Kelly, Jr. was a Partner of the law firm of Davis Polk & Wardwell LLP. | One(2) | American Shared Hospital Services | | Eric B. Siegel, 66 | Director | Class III Director since 2004 (term expires in 2025) | Since 2005, Eric B. Siegel has served as Senior Advisor to the Chairman of the Milwaukee Brewers Baseball Club and a member of the Club’s Board of Advisors. From 1996 to 2020, Eric B. Siegel was a director of El Paso Electric Company, a New York Stock Exchange (“NYSE”) publicly traded utility company, where he also served as Chairman of the Executive Committee and Nominating and Governance Committee and member of the Audit Committee and Security Committee. | Two(2) | El Paso Electric Company, Ares Strategic Income Fund | | Interested Directors | | | | | | | R. Kipp deVeer, 51(4) | Director and Chief Executive Officer | Class III Director since 2015 (term expires in 2025); Chief Executive Officer since July 2014 (indefinite term) | Since July 2014, R. Kipp deVeer has served as Chief Executive Officer of the Company. R. Kipp deVeer previously served as President of the Company from May 2013 to July 2014. R. Kipp deVeer is a Director and Partner of Ares and serves on the Ares Executive Management Committee. | Two(2) | Ares Management Corporation, Ares Strategic Income Fund |

  6. Information about the Director Nominees, the Directors, and the Executive Officers and Certain Other Officers

    | Name, Address and Age(1) | Position(s) Held with Fund | Term of Office and Length of Time Served | Principal Occupation(s) During Past 5 Years | Number of Portfolios in Fund Complex Overseen by Director or Nominee for Director | Other Directorships of Public or Registered Investment Companies Held by Director or Nominee for Director During Past 5 Years | | | | | R. Kipp deVeer is a member of the Investment Committees of our investment adviser, the Ares Credit Group’s U.S. Direct Lending and European Direct Lending Investment Committees and other select Ares Credit Group investment committees. R. Kipp deVeer serves as an interested trustee and Chairman of the Board of Trustees of Ares Strategic Income Fund. | | | | Class I Directors — Term Expiring in 2026 | | | | | | | Independent Directors | | | | | | | Ann Torre Bates, 65 | Director | Class I Director since 2010 (term expires in 2026) | Ann Torre Bates currently dedicates her time to serving on boards of directors of several companies in the financial sector. From 1997 to 2012, Ann Torre Bates was a strategic and financial consultant, principally with respect to corporate finance matters. | Two(2) | United Natural Foods, Inc., 15 investment companies in the Franklin Templeton Group of Mutual Funds, Ares Strategic Income Fund | | Steven B. McKeever, 63 | Director | Class I Director since 2012 (term expires in 2026) | Since 1997, Steven B. McKeever has been Chief Executive Officer of Hidden Beach Recordings, an independent record label based in Los Angeles, California. | Two(2) | Ares Strategic Income Fund | | Interested Director | | | | | | | Michael J Arougheti, 51(5) | Co-Chairman and Director; Executive Vice President | Class I Director since February 2009 (term expires in 2026); Executive Vice President since October 2014 (indefinite term) | Since October 2014, Michael J Arougheti has served as an Executive Vice President of the Company, since July 2014, he has served as Co-Chairman of the Board and since February 2009, he has served as a director of the | One(2) | Ares Management Corporation, Ares Commercial Real Estate Corporation, Ares Acquisition Corporation |

  7. Information about the Director Nominees, the Directors, and the Executive Officers and Certain Other Officers

    | Name, Address and Age(1) | Position(s) Held with Fund | Term of Office and Length of Time Served | Principal Occupation(s) During Past 5 Years | Number of Portfolios in Fund Complex Overseen by Director or Nominee for Director | Other Directorships of Public or Registered Investment Companies Held by Director or Nominee for Director During Past 5 Years | | | | | Company. Michael J Arougheti previously served as Chief Executive Officer of the Company from May 2013 to July 2014 and President of the Company from May 2004 to May 2013. Michael J Arougheti is Co-Founder, Chief Executive Officer and President, as well as a Director, of Ares. He serves on the Ares Executive Management Committee. Michael J Arougheti is a member of the Ares Credit Group’s U.S. Direct Lending Investment Committees and the Ares Equity Income Opportunity Strategy Portfolio Review Committee. | | | | Class II Retiring Directors — Term Expiring in 2024 | | | | | | | Interested Directors | | | | | | | Robert L. Rosen, 77(6) | Director | Class II Director since 2004 (term expires in 2024) | Since August 2005, Robert L. Rosen has served as the managing partner of RLR Capital Partners, which invests principally in the securities of publicly traded North American companies. From 1987 to the present, Robert L. Rosen has been Chief Executive Officer of RLR Partners, LLC, a private investment firm with interests in financial services, healthcare, media and multi-industry companies. From 2010 to 2013, Robert L. Rosen was party to a strategic advisory agreement with Ares and, from 2013 to | One(2) | Sapient Corporation |

  8. Information about the Director Nominees, the Directors, and the Executive Officers and Certain Other Officers

    | Name, Address and Age(1) | Position(s) Held with Fund | Term of Office and Length of Time Served | Principal Occupation(s) During Past 5 Years | Number of Portfolios in Fund Complex Overseen by Director or Nominee for Director | Other Directorships of Public or Registered Investment Companies Held by Director or Nominee for Director During Past 5 Years | | | | | 2016, Robert L. Rosen was an Operating Advisor to the Ares Management Private Equity Group. From February 2016 to February 2018, Robert L. Rosen was a Partner of Ares. Since February 2018, Robert L. Rosen has been party to a strategic advisory agreement with Ares. | | | | Bennett Rosenthal, 60(7) | Co-Chairman and Director | Class II Director since 2004 (term expires in 2024) | Since July 2014, Bennett Rosenthal has served as Co-Chairman of the Board, and previously as Chairman of the Board since 2004. Bennett Rosenthal is a Co-Founder of Ares, a Director and Partner of Ares and Chairman of the Ares Private Equity Group. He serves on the Ares Executive Management Committee and the Ares Diversity, Equity and Inclusion Council. Bennett Rosenthal is also a member of the Investment Committees of certain funds managed by the Ares Private Equity Group. | One(2) | Ares Management Corporation, Nortek, Inc., The AZEK Company Inc. | | Executive Officers and Certain Other Officers Who Are Not Directors | | | | | | | Joshua M. Bloomstein, 50 | General Counsel, Vice President and Secretary | General Counsel since January 2010; Secretary since December 2010; Vice President since November 2006 (indefinite terms) | Since January 2010, Joshua M. Bloomstein has served as General Counsel of the Company, since December 2010, Joshua M. Bloomstein has served as Secretary of the Company, and since November 2006, Joshua M. Bloomstein has served as Vice President of the Company. | | |

  9. Information about the Director Nominees, the Directors, and the Executive Officers and Certain Other Officers

    | Name, Address and Age(1) | Position(s) Held with Fund | Term of Office and Length of Time Served | Principal Occupation(s) During Past 5 Years | Number of Portfolios in Fund Complex Overseen by Director or Nominee for Director | Other Directorships of Public or Registered Investment Companies Held by Director or Nominee for Director During Past 5 Years | | | | | Additionally, he is General Counsel and Secretary of Ares Strategic Income Fund, Vice President and Assistant Secretary of CION Ares Diversified Credit Fund, Vice President and Assistant Secretary of Ares Commercial Real Estate Corporation and Vice President and Assistant Secretary of Ares Dynamic Credit Allocation Fund, Inc. (NYSE: ARDC). He joined Ares in November 2006 and currently serves as a Partner and General Counsel (Credit) and Deputy General Counsel (Corporate) of Ares Management. | | | | Paul Cho, 41 | Chief Accounting Officer | Since February 2024 (indefinite term) | Since February 2024, Paul Cho has served as Chief Accounting Officer of the Company. Paul Cho joined Ares in 2008 and currently serves as a Managing Director and Chief Accounting Officer in the Finance and Accounting Department of Ares Management. | | | | Mitchell Goldstein, 57 | Co-President | Since July 2014 (indefinite term) | Since July 2014, Mitchell Goldstein has served as a Co-President of the Company. Mitchell Goldstein previously served as an Executive Vice President of the Company from May 2013 to July 2014. Mitchell Goldstein is a Partner and Co-Head of the Ares Credit Group. He serves on the Ares Executive | | |

  10. Information about the Director Nominees, the Directors, and the Executive Officers and Certain Other Officers

    | Name, Address and Age(1) | Position(s) Held with Fund | Term of Office and Length of Time Served | Principal Occupation(s) During Past 5 Years | Number of Portfolios in Fund Complex Overseen by Director or Nominee for Director | Other Directorships of Public or Registered Investment Companies Held by Director or Nominee for Director During Past 5 Years | | | | | Management Committee. He is also an interested trustee and Co-Chief Executive Officer of Ares Strategic Income Fund and Vice President and interested trustee of CION Ares Diversified Credit Fund. Mitchell Goldstein is a member of the Investment Committee of our investment adviser, the Ares Credit Group’s U.S. Direct Lending and Commercial Finance Investment Committees, the Ivy Hill Asset Management Investment Committee and other select Ares Credit Group investment committees. | | | | Angela Lee, 37 | Vice President and Assistant Treasurer | Since February 2024 (indefinite term) | Since February 2024, Angela Lee has served as Vice President and Assistant Treasurer of the Company. Angela Lee joined Ares in 2010 and currently serves as a Managing Director in the Ares Finance and Accounting Department. | | | | Scott C. Lem, 46 | Chief Financial Officer and Treasurer (previously Chief Accounting Officer and Vice President) | Chief Financial Officer since February 2024; Treasurer since May 2013 (indefinite terms) (Chief Accounting Officer and Vice President May 2013 – February 2024) | Since February 2024, Scott C. Lem has served as Chief Financial Officer of the Company and since May 2013, Scott C. Lem has served as Treasurer of the Company. Scott C. Lem previously served as Chief Accounting Officer and Vice President of the Company from May 2013 to February 2024 and Assistant Treasurer of the Company from May 2009 to May 2013. He also serves as a Partner and Chief Financial Officer of | | |

  11. Information about the Director Nominees, the Directors, and the Executive Officers and Certain Other Officers

    | Name, Address and Age(1) | Position(s) Held with Fund | Term of Office and Length of Time Served | Principal Occupation(s) During Past 5 Years | Number of Portfolios in Fund Complex Overseen by Director or Nominee for Director | Other Directorships of Public or Registered Investment Companies Held by Director or Nominee for Director During Past 5 Years | | | | | the Public Credit Funds in the Ares Finance and Accounting Department. Scott C. Lem additionally serves as Chief Financial Officer and Treasurer of Ares Dynamic Credit Allocation Fund, Inc. (NYSE: ARDC), as Chief Financial Officer and Treasurer of CION Ares Diversified Credit Fund and as Chief Financial Officer and Treasurer of Ares Strategic Income Fund. | | | | Jana Markowicz, 43 | Chief Operating Officer | Since January 2023 (indefinite term) | Since January 2023, Jana Markowicz has served as Chief Operating Officer of the Company. Jana Markowicz is Chief Operating Officer of Ares Strategic Income Fund. Jana Markowicz joined Ares in 2005 as a member of the U.S. Direct Lending investment team. Jana Markowicz currently serves as Partner, Chief Operating Officer and Head of Product Management & Investor Relations for U.S. Direct Lending in the Ares Credit Group. | | | | Lisa Morgan, 48 | Chief Compliance Officer | Since April 2019 (indefinite term) | Since April 2019, Lisa Morgan has served as Chief Compliance Officer of the Company. Lisa Morgan is a Partner and Chief Compliance Officer, Registered Products in the Ares Compliance Group. Lisa Morgan also serves as the Chief Compliance Officer of Ares Dynamic Credit Allocation Fund, Inc. (NYSE: ARDC), | | |

  12. Information about the Director Nominees, the Directors, and the Executive Officers and Certain Other Officers

    | Name, Address and Age(1) | Position(s) Held with Fund | Term of Office and Length of Time Served | Principal Occupation(s) During Past 5 Years | Number of Portfolios in Fund Complex Overseen by Director or Nominee for Director | Other Directorships of Public or Registered Investment Companies Held by Director or Nominee for Director During Past 5 Years | | | | | CION Ares Diversified Credit Fund, Ares Private Markets Fund and Ares Strategic Income Fund. Prior to joining Ares in 2017, Lisa Morgan was a Partner in the Business Practices Group at Eversheds Sutherland, where she focused on the formation, regulation and operation of public and private funds, including business development companies. | | | | Penni F. Roll, 58 | Vice President (previously Chief Financial Officer) | Since February 2024 (indefinite term) (Chief Financial Officer December 2010 – February 2024) | Since February 2024, Penni F. Roll has served as Vice President of the Company. Penni F. Roll previously served as Chief Financial Officer of the Company from December 2010 to February 2024. Since March 2024, Penni F. Roll has served as a Partner and the Global Chief Compliance Officer of Ares Management. Penni F. Roll also serves as Chief Compliance Officer of several entities affiliated with Ares Management and its affiliates, including IHAM (as defined below). She also serves on the Board of Managers of IHAM GP (as defined below). Penni F. Roll previously served as Partner and, from 2016 through March 2024, as Chief Financial Officer of the Ares Credit Group. She also previously served as the Treasurer of Ares Dynamic Credit Allocation Fund, Inc. | | |

  13. Information about the Director Nominees, the Directors, and the Executive Officers and Certain Other Officers

    | Name, Address and Age(1) | Position(s) Held with Fund | Term of Office and Length of Time Served | Principal Occupation(s) During Past 5 Years | Number of Portfolios in Fund Complex Overseen by Director or Nominee for Director | Other Directorships of Public or Registered Investment Companies Held by Director or Nominee for Director During Past 5 Years | | | | | (NYSE: ARDC) and CION Ares Diversified Credit Fund and as a Vice President of Ares Strategic Income Fund. Penni F. Roll is a member of the Ares Enterprise Risk Committee and Ares Diversity, Equity and Inclusion Council. | | | | Naseem Sagati Aghili, 42 | Vice President | Since May 2020 (indefinite term) | Since May 2020, Naseem Sagati Aghili has served as Vice President of the Company. She is Partner, General Counsel and Corporate Secretary of Ares and additionally serves on the Ares Executive Management Committee, Enterprise Risk Committee and the Ares Diversity, Equity and Inclusion Council. She also serves as Vice President of Ares Dynamic Credit Allocation Fund, Inc. (NYSE: ARDC), CION Ares Diversified Credit Fund, Ares Private Markets Fund and Ares Strategic Income Fund. Prior to being named as General Counsel of Ares in 2020, Naseem Sagati Aghili has served in a variety of roles at Ares since 2009, including most recently Co-General Counsel and General Counsel, Private Equity. | | | | Kort Schnabel, 47 | Co-President | Since October 2022 (indefinite term) | Since October 2022, Kort Schnabel has served as Co-President of the Company. Since joining Ares in 2001, Kort Schnabel has served in a variety of roles, most | | |

  14. Information about the Director Nominees, the Directors, and the Executive Officers and Certain Other Officers

    | Name, Address and Age(1) | Position(s) Held with Fund | Term of Office and Length of Time Served | Principal Occupation(s) During Past 5 Years | Number of Portfolios in Fund Complex Overseen by Director or Nominee for Director | Other Directorships of Public or Registered Investment Companies Held by Director or Nominee for Director During Past 5 Years | | | | | recently as Partner and Co-Head for U.S. direct lending strategy of Ares and a member of our investment adviser’s Investment Committee. He also serves as strategy co-lead and a Portfolio Manager of the Ares Sports, Media and Entertainment Fund. | | |

  15. Information about the Director Nominees, the Directors, and the Executive Officers and Certain Other Officers

    The business address of Michael J Arougheti, Joshua M. Bloomstein, R. Kipp deVeer, Mitchell Goldstein, Jana Markowicz, Robert L. Rosen and Michael L. Smith is c/o Ares Capital Corporation, 245 Park Avenue, 44th Floor, New York, New York 10167. The business address of Lisa Morgan and Penni F. Roll is c/o Ares Capital Corporation, 4300 Wilson Blvd., Suite 260, Arlington, VA 22203. The business address of each other director, executive officer and listed officer is c/o Ares Capital Corporation, 2000 Avenue of the Stars, 12th Floor, Los Angeles, California 90067. (2) Including the Company. (3) Michael L. Smith is an interested director because he is on the Investment Committee of our investment adviser, is an interested trustee and Co-Chief Executive Officer of Ares Strategic Income Fund, is a Partner of Ares Management Corporation and is a member of the Ares Executive Management Committee. (4) R. Kipp deVeer is an interested director because he is the Chief Executive Officer of the Company, is an interested trustee and Chairman of the Board of Ares Strategic Income Fund, is on the Investment Committee of our investment adviser, is a Partner of Ares Management Corporation and is a member of the Ares Executive Management Committee and serves on the Board of Directors of Ares. (5) Michael J Arougheti is an interested director because he is a Co-Founder and the Chief Executive Officer and President of Ares, is a member of the Ares Executive Management Committee, is on the Investment Committee of our investment adviser, serves on the Board of Directors of Ares and is an Executive Vice President of the Company. (6) Robert L. Rosen is an interested director because RLR Capital Partners and Robert L. Rosen are parties to a strategic advisory agreement with Ares and Robert L. Rosen owns certain equity interests in Ares and its affiliates. (7) Bennett Rosenthal is an interested director because he is a Co-Founder of Ares, a Partner of Ares Management Corporation and a member of the Ares Executive Management Committee and serves on the Board of Directors of Ares.

  16. Biographical Information

    Biographical Information As described below under “Corporate Governance — Board’s Roles in Risk Oversight — Nominating and Governance Committee,” the Board has identified certain desired attributes for director nominees. Each of the directors has demonstrated high character and integrity, superior credentials and recognition in his or her respective field and the relevant expertise and experience upon which to be able to offer advice and guidance to the Company’s management. Each of the directors also has sufficient time available to devote to the affairs of the Company, is able to work with the other members of the Board and contribute to the success of the Company and can represent the long-term interests of the Company’s stockholders as a whole. The directors have been selected such that the Board represents a range of backgrounds and experience. Set forth below is biographical information of each director, including a discussion of such director’s particular experience, qualifications, attributes or skills that lead the Company and the Board to conclude, as of the date of this document, that such individual should serve as a director, in light of the Company’s business and structure. In addition, the nominating and governance committee of the Board and the Board considered that certain investors and advisors have policies that may recommend withholding votes from nominees who serve as executives of a public company and sit on additional outside public company boards. We believe these policies are designed to ensure that executives have sufficient time to focus on the company for which they are an executive. Nominees for Class II Directors (Term expires at the 2027 Annual Meeting of Stockholders and upon the election and qualification of their respective successors) Independent Directors Michael K. Parks, 64, has served as a director of the Company since 2019 and currently serves on the audit committee. Michael K. Parks is currently a director, and from January 2019 to January 2024 was the Chief Executive Officer and President, on a volunteer basis, of FlyawayHomes, a company whose mission is to help end chronic homelessness by developing a scalable model to build quality permanent supportive housing faster and cheaper, and a director of The People Concern, a major homeless service provider in Los Angeles. From 2015 to 2018, Michael K. Parks was a Managing Director in the Private Markets group of BlackRock, Inc. From 2011 to 2013, Michael K. Parks served as a Managing Director of Crescent Capital Group and prior to that he was a Managing Director of Trust Company of the West, Crescent’s former parent, since 2000. Michael K. Parks held various executive level positions at Aurora National Life Assurance Company from 1993 to 2000, including Chief Executive Officer, President, and Chief Investment Officer from 1996 to October 2000. From 1981 to 1992, he held various positions at Salomon Brothers Inc. Michael K. Parks also served on the Board of Directors for the following companies: El Paso Electric Company (NYSE) from 1996 to 2015, including serving as Chairman of the Board from 2012 to 2015, E*Trade Financial Corp. (formerly, E*Trade Group Inc.) (NASDAQ) from 2003 to 2012, including serving as Chairman of the Audit Committee, and Aurora National Life Assurance Company from 1992 to 2003. Michael K. Parks holds a B.A. in Philosophy from Haverford College. The Company believes that Michael K. Parks’ experience serving as a director of other public companies, including serving as a chairman of the board or the audit committee of such companies, and his broad experience in the financial industry provides valuable knowledge and industry-specific expertise to the Board and the audit committee. Mary Beth Henson, 63, has served as director of the Company since 2022 and currently serves on the audit committee. From 2013 until her retirement in 2021, Mary Beth Henson served as Chief Financial Officer at the National Audubon Society, a non-profit dedicated to protecting birds and their habitats. From 2008 to 2013, Mary Beth Henson was Vice President, Finance for City Harvest, a food rescue organization in New York City. Prior to joining City Harvest, Mary Beth Henson worked at Merrill Lynch for 14 years, where she co-founded the global Retailing Investment Banking Group, and at Chase Manhattan Bank for five years, where she held various commercial lending roles. She received an M.B.A. in Finance from New York University and a B.A. in English Literature from the University of Virginia. The Company believes that Mary Beth Henson’s experience in financial matters and in management, leadership and strategy across the public and nonprofit sectors provides valuable knowledge and expertise to the Board. Interested Director Michael L. Smith, 52, has served as a director of the Company since October 2022. Michael L. Smith previously served as Co-President of the Company from July 2014 to October 2022. Michael L. Smith is a Partner and Co-Head of the Ares Credit Group. He serves on the Ares Executive Management Committee. Michael L. Smith also serves as a trustee of and Co-Chief Executive Officer of Ares Strategic Income Fund. From time to time, he may serve as an officer, director or principal of entities affiliated with Ares Management or of investment funds managed by Ares Management and its affiliates. Michael L. Smith is a member of the Investment Committee of the Company’s investment adviser, Ares Credit Group’s U.S. Direct Lending and Commercial Finance Investment Committees, the Ares Private Equity Group’s Special Opportunities Investment Committee and other select Ares Credit Group investment committees. Prior to joining Ares in 2004, Michael L. Smith was a Partner at RBC Capital Partners, a division of Royal Bank of Canada, which led the firm’s middle market financing and principal investment business. Previously, Michael L. Smith worked at Indosuez Capital in their Merchant Banking Group, Kenter, Glastris & Company, and at Salomon Brothers Inc, in their Debt Capital Markets Group and Financial Institutions Group. Michael L. Smith serves on the Board of Directors of the University of Notre Dame’s Wilson Sheehan Lab for Economic Opportunity (LEO), which helps service providers apply scientific evaluation methods to better understand and share effective poverty interventions. Michael L. Smith received a B.S. in Business Administration from the University of Notre Dame and a Master’s in Management from Northwestern University’s Kellogg Graduate School of Management. The Company believes that Michael L. Smith’s depth of experience in investment management, leveraged finance and financial services, as well as his intimate knowledge of our business and operations gives the Board valuable industry specific knowledge and expertise on these and other matters. Michael L. Smith is an interested director because he is on the Investment Committee of our investment adviser, is an interested trustee and Co-Chief Executive Officer of Ares Strategic Income Fund, is a Partner of Ares Management Corporation and is a member of the Ares Executive Management Committee. Michael L. Smith currently serves as a Class III director with a term expiring in 2025. As described more fully below under “Proposal 1: Election of Directors,” to avoid the Board’s classes being unequally apportioned following Robert L. Rosen’s and Bennett Rosenthal’s departure, Michael L. Smith is being nominated as a Class II director at the Annual Meeting. Directors Continuing in Office Class III Directors (Term expires at the 2025 Annual Meeting of Stockholders and upon the election and qualification of their respective successors) Independent Directors

  17. Biographical Information

    Daniel G. Kelly, Jr., 72, has served as a director of the Company since May 2016 and currently serves on the nominating and governance committee. Daniel G. Kelly, Jr. was a Partner of Davis Polk & Wardwell LLP, an international law firm, from 1999 to 2015, co-founding its Silicon Valley office in 1999. During his time at Davis Polk, Daniel G. Kelly, Jr. had an extensive corporate practice representing companies, private equity funds and financial institutions in a broad array of complex transactions, and also acted as a senior advisor to boards and special committees on numerous sensitive matters. He currently serves on the board of directors of American Shared Hospital Services. Prior to joining Davis Polk, Daniel G. Kelly, Jr. was a senior officer of a major investment banking firm, the Chief Legal Officer of an NYSE listed corporation and a partner involved in management of two other law firms. Daniel G. Kelly, Jr. graduated magna cum laude with a B.A. in History from Yale University and received his J.D. from Columbia University School of Law where he served as Notes and Comments Editor of the Columbia Law Review. The Company believes that Daniel G. Kelly, Jr.’s experience practicing as a corporate lawyer, including his substantial experience in providing advice and counsel on corporate governance and securities law matters to numerous public company clients in a wide variety of industries, provides the Board with unique insight on its duties and responsibilities. Eric B. Siegel, 66, has served as a director of the Company since 2004 and has been the lead independent director of the Board since 2010. Eric B. Siegel currently serves on the audit committee and the nominating and governance committee. Since 2005, Eric B. Siegel has served as Special Advisor to the Chairman of the Milwaukee Brewers Baseball Club and a member of the Club’s Board of Advisors. Eric B. Siegel is also a past member of the boards of directors of a number of public and private companies, including Kerzner International Ltd. and El Paso Electric Company. Eric B. Siegel is a retired limited partner of Apollo Advisors, L.P. and Lion Advisors, L.P., private investment management firms. Eric B. Siegel is a trustee of Ares Strategic Income Fund, is the lead independent trustee of its board of trustees, and is a member of its audit committee and its nominating and governance committee. Eric B. Siegel is a member of the board of directors of the Friends of the Los Angeles Saban Free Clinic and a past member of the board of trustees of the Marlborough School. Eric B. Siegel graduated summa cum laude with a B.A. in History from the University of California, Los Angeles, a member of Phi Beta Kappa and received his J.D. from the University of California, Los Angeles School of Law where he was elected to The Order of the Coif. The Company believes that Eric B. Siegel’s experience practicing as a corporate lawyer provides valuable insight to the Board on regulatory and risk management issues and his experience as a partner in investment firms and over 30 years of experience serving as a director for both public and private companies provide industry specific knowledge and expertise to the Board. Interested Directors R. Kipp deVeer, 51, has served as a director of the Company since 2015 and currently serves as Chief Executive Officer of the Company. R. Kipp deVeer previously served as President of the Company from May 2013 to July 2014. R. Kipp deVeer joined Ares in May 2004 and currently serves as a Director and Partner of Ares Management Corporation and Head of the Ares Credit Group. He is a member of the Ares Executive Management Committee, the seven-member governing body which controls Ares, and the Ares Diversity, Equity and Inclusion Council. R. Kipp deVeer may from time to time serve as an officer, director or principal of entities affiliated with Ares Management or of investment funds managed by Ares Management and its affiliates. R. Kipp deVeer is a member of the Investment Committee of the Company’s investment adviser, the Ares Credit Group’s U.S. and European Direct Lending Investment Committees and other select Ares Credit Group investment committees. R. Kipp deVeer is also a trustee and Chairman of the board of trustees of Ares Strategic Income Fund. R. Kipp deVeer previously served as a director of Ares Management Limited, a subsidiary of Ares Management overseeing the European activities of Ares from 2014 to 2017. Prior to joining Ares, R. Kipp deVeer was a partner at RBC Capital Partners, a division of Royal Bank of Canada, which led the firm’s middle market financing and principal investment business. R. Kipp deVeer joined RBC in October 2001 from Indosuez Capital, where he was Vice President in the Merchant Banking Group. Previously, R. Kipp deVeer worked at J.P. Morgan and Co., both in the Special Investment Group of J.P. Morgan Investment Management, Inc. and the Investment Banking Division of J.P. Morgan Securities Inc. R. Kipp deVeer received a B.A. from Yale University and an M.B.A. from Stanford University’s Graduate School of Business. The Company believes that R. Kipp deVeer’s depth of experience in investment management, leveraged finance and financial services, as well as his intimate knowledge of our business and operations, gives the Board valuable industry specific knowledge and expertise on these and other matters. R. Kipp deVeer is an interested director because he is the Chief Executive Officer of the Company, a Partner of Ares Management Corporation, an officer of and on the Investment Committee of our investment adviser and a member of the Ares Executive Management Committee. Class I Directors (Term expires at the 2026 Annual Meeting of Stockholders and upon the election and qualification of their respective successors) Ann Torre Bates, 65, has served as a director of the Company since 2010 and is currently the chairperson of the audit committee. Ann Torre Bates currently dedicates her time serving on the boards of directors of several companies primarily in the financial sector. From 1997 to 2012, Ann Torre Bates was a strategic and financial consultant, principally with respect to corporate finance matters. From 1995 to 1997, Ann Torre Bates served as Executive Vice President, Chief Financial Officer and Treasurer of NHP, Inc., a national real estate services firm. From 1991 to 1995, Ann Torre Bates was Vice President and Treasurer of US Airways, and held various finance positions from 1988 to 1991. Ann Torre Bates is a trustee of Ares Strategic Income Fund and is the chairperson of its audit committee. She currently serves as director or trustee of 15 investment companies in the Franklin Templeton Group of Mutual Funds. She previously served as a director of Allied Capital Corporation from 2003 to 2010, SLM Corporation from 1997 to 2014, Navient Corporation from 2014 to 2016 and United Natural Foods, Inc. from 2014 to 2023. Ann Torre Bates holds a B.B.A in Accountancy from the University of Notre Dame and an M.B.A. in Finance and Economics from Cornell University. The Company believes that Ann Torre Bates’ experience serving as a director of other public companies in the financial sector, as well as her past experience as a Chief Financial Officer, provides the Board and, specifically, the audit committee of the Board with valuable knowledge and insight in the financial services sector as well as experience in financial and accounting matters.

  18. Biographical Information

    Steven B. McKeever, 63, has served as a director of the Company since 2012 and is currently the chairperson of the nominating and governance committee. Steven B. McKeever is the Chief Executive Officer of Hidden Beach Recordings, an independent record label based in Los Angeles, California, which Steven B. McKeever founded in 1997. From 1991 to 1995, Steven B. McKeever was with Motown Records, where he served as Executive Vice President of Talent and Creative Affairs from 1993 to 1995 and Senior Vice President of Artists and Repertoire from 1991 to 1993. In 1992, Steven B. McKeever created MoJAZZ Records, a subsidiary of Motown Records and served as its President. In 1993, he was instrumental in the sale of Motown Records to PolyGram Records. Steven B. McKeever eventually left Motown Records in 1995 to work on his own entrepreneurial projects. Steven B. McKeever began his career at the law firm of Irell & Manella LLP in Los Angeles as an entertainment lawyer. In 2011, Steven B. McKeever served as the Executive Producer of Entertainment for the dedication of the Martin Luther King, Jr. Memorial in Washington, D.C. Steven B. McKeever currently serves as a director of several organizations. Steven B. McKeever is a trustee of Ares Strategic Income Fund and is the chairperson of its nominating and governance committee. He served as a Governor of the Los Angeles Chapter of The National Academy of Recording Arts and Sciences (a/k/a The GRAMMYs) from 2001 to 2003 and 2008 to 2010 and gives generous time to various charitable organizations such as The City of Hope. Steven B. McKeever received his B.S. from the University of Illinois at Urbana Champaign and received his J.D. from Harvard Law School. The Company believes that Steven B. McKeever’s diversity of experiences, in particular his small business and entrepreneurial experience, provides the Board with unique insight and expertise into the management of small and middle-market companies. Interested Director Michael J Arougheti, 51, has served as Co-Chairman of the Board since July 2014, as a director of the Company since 2009 and as an Executive Vice President of the Company since October 2014. Michael J Arougheti previously served as Chief Executive Officer of the Company from May 2013 to July 2014, and President of the Company from May 2004 to May 2013. Michael J Arougheti is Co-Founder, Chief Executive Officer and President as well as a Director of Ares Management Corporation. He serves on the Ares Executive Management Committee, the seven-member governing body which controls Ares, the Ares Enterprise Risk Committee and is on the Board of Directors of the Ares Charitable Foundation. He additionally serves as Co-Chairman of Ares Acquisition Corporation II and as a director of Ares Commercial Real Estate Corporation. Michael J Arougheti is also a member of the Ares Credit Group’s U.S. Direct Lending and Pathfinder Investment Committees, the Ares Equity Income Opportunity Strategy Portfolio Review Committee and the Ares Sports, Media and Entertainment Investment Committee. Michael J Arougheti may from time to time serve as an officer, director or principal of entities affiliated with Ares Management or of investment funds managed by Ares Management and its affiliates. Prior to joining Ares in 2004, Michael J Arougheti was employed by Royal Bank of Canada from 2001 to 2004, where he was a Managing Partner of the Principal Finance Group of RBC Capital Partners and a member of the firm’s Mezzanine Investment Committee. At RBC Capital Partners, Michael J Arougheti oversaw an investment team that originated, managed and monitored a diverse portfolio of middle-market leveraged loans, senior and junior subordinated debt, preferred equity and common stock and warrants on behalf of RBC and other third party institutional investors. Michael J Arougheti joined Royal Bank of Canada in October 2001 from Indosuez Capital, where he was a Principal and an Investment Committee member, responsible for originating, structuring and executing leveraged transactions across a broad range of products and asset classes. Prior to joining Indosuez in 1994, Michael J Arougheti worked at Kidder, Peabody & Co., where he was a member of the firm’s Mergers and Acquisitions Group. Michael J Arougheti also serves on the board of directors of Operation HOPE, a not-for-profit organization focused on expanding economic opportunity in underserved communities through education and empowerment. Michael J Arougheti received a B.A. in Ethics, Politics and Economics, cum laude, from Yale University. The Company believes that Michael J Arougheti’s depth of experience in investment management, leveraged finance and financial services, as well as his intimate knowledge of the Company’s business and operations, not only gives the Board valuable industry-specific knowledge and expertise on these and other matters but also position him well to continue to serve as Co-Chairman of the Board. Michael J Arougheti is an interested director because he is an Executive Vice President of the Company, is a Co-Founder and the Chief Executive Officer and President of Ares, is a member of the Ares Executive Management Committee and serves on the Board of Directors of Ares. Retiring Class II Directors (Term expires at the 2024 Annual Meeting of Stockholders) Interested Directors Robert L. Rosen, 77, has served as a director of the Company since 2004 and was a Partner in the Ares Real Estate Group until 2018. Since February 2018, Robert L. Rosen has been party to a strategic advisory agreement with Ares. Robert L. Rosen is the Managing Partner of RLR Capital Partners, which invests principally in the securities of publicly traded North American companies. From 2016 to 2018, Robert L. Rosen was a Partner of Ares, from 2013 to 2016, Robert L. Rosen was an Operating Advisor to the Ares Management Private Equity Group and, from 2010 to 2013, Robert L. Rosen was party to a strategic advisory agreement with Ares. From 2005 to 2008, Robert L. Rosen was a Managing Partner of RLR Focus Fund LP, an “active value” hedge fund. From 1995 to 2001, Robert L. Rosen served as an exclusive consultant to Apollo Management, L.P. In 1998, Robert L. Rosen founded National Financial Partners (NYSE: NFP), an independent provider of financial services to high net worth individuals and small to medium sized corporations. He served as NFP’s Chief Executive Officer from 1998 to 2000 and as its Chairman until January 2002. From 1987 to 1993, Robert L. Rosen was a Managing Partner of Ballantrae Partners, L.P., an investment partnership. From 1989 to 1993, Robert L. Rosen was Chairman and Chief Executive Officer of Damon Corporation, a leading healthcare and laboratory testing company that was ultimately sold to Quest Diagnostics. From 1983 to 1987, Robert L. Rosen was Vice Chairman of Maxxam Group. Prior to that, Robert L. Rosen spent 12 years at Shearson American Express in positions in research, investment banking and senior management, and for two years was Assistant to Sanford Weill, the then Chairman and Chief Executive Officer of Shearson. Robert L. Rosen previously served on the boards of directors of Ares Commercial Real Estate Corporation and Sapient Corporation. Robert L. Rosen is a member of the Council on Foreign Relations. Robert L. Rosen holds a B.A. from the City University of New York in Economics and an M.B.A. from the New York University Leonard N. Stern School of Business in Finance. Robert L. Rosen is an interested director because RLR Capital Partners and Robert L. Rosen are parties to a strategic advisory agreement with Ares and Robert L. Rosen owns certain equity interests in Ares and its affiliates.

  19. Biographical Information

    Bennett Rosenthal, 60, has served as Co-Chairman of the Board since 2014, and previously as Chairman of the Board since 2004. Bennett Rosenthal is a Co-Founder, Director and Partner of Ares Management Corporation and Chairman of the Ares Private Equity Group. He serves on the Ares Executive Management Committee, the seven member governing body which controls Ares and the Ares Diversity, Equity and Inclusion Council. Bennett Rosenthal is also a member of the Ares Private Equity Group’s Corporate Opportunities, Special Opportunities, Energy Opportunities, and Extended Value Investment Committees and the Ares Sports, Media and Entertainment Investment Committee. Bennett Rosenthal may from time to time serve as an officer, director or principal of entities affiliated with Ares Management or of investment funds managed by Ares Management and its affiliates. Bennett Rosenthal joined Ares in 1998 from Merrill Lynch & Co., Inc. where he served as a Managing Director in the Global Leveraged Finance Group. He currently serves on the boards of directors for the parent entities of CHG Healthcare, City Ventures, LLC, Duly Health and Care (f/k/a DuPage Medical Group), LaserAway, Press Ganey Associates, TAG — The Aspen Group, TricorBraun and Unified Women’s Healthcare. Bennett Rosenthal is the Lead Managing Owner and a director of the Los Angeles Football Club, where he also serves on the board of the LAFC Foundation. Bennett Rosenthal’s previous board of directors’ experience includes the parent entities of Hanger, Jacuzzi Brands Corporation, Maidenform Brands, National Veterinary Associates, Nortek, Serta/ Simmons, The AZEK Company and other private companies. Bennett Rosenthal also currently serves as Chair of the Graduate Executive Board at The Wharton School of the University of Pennsylvania. Bennett Rosenthal holds a B.S., summa cum laude, in Economics and an M.B.A., with distinction, from the University of Pennsylvania’s Wharton School of Business. Bennett Rosenthal is an interested director because he is a Co-Founder of Ares, Partner of Ares Management Corporation and a member of the Ares Executive Management Committee and serves on the Board of Directors of Ares.

  20. DIRECTOR COMPENSATION TABLE

    DIRECTOR COMPENSATION TABLE The following table shows information regarding the compensation earned or actually received by the Company’s directors, none of whom is an employee of the Company, for service as a director for the fiscal year ended December 31, 2023. No compensation is paid by the Company to interested directors. No information has been provided with respect to executive officers of the Company who are not directors since its executive officers do not receive any direct compensation from the Company.

  21. DIRECTOR COMPENSATION TABLE

    | Name | Fees Earned or Paid in Cash(1) | Total | | Independent Directors | | | | Ann Torre Bates | $281,000 | $281,000 | | Mary Beth Henson | $255,000 | $255,000 | | Daniel G. Kelly, Jr. | $249,000 | $249,000 | | Steven B. McKeever | $260,000 | $260,000 | | Michael K. Parks | $251,500 | $251,500 | | Eric B. Siegel | $293,000 | $293,000 | | Interested Directors | | | | Michael J Arougheti(2) | None | None | | R. Kipp deVeer(2) | None | None | | Robert L. Rosen(3) | None | None | | Bennett Rosenthal(2) | None | None | | Michael L Smith(2) | None | None |

  22. DIRECTOR COMPENSATION TABLE

    (1) For a discussion of the independent directors’ compensation, see below. (2) Each of Michael J Arougheti, R. Kipp deVeer, Bennett Rosenthal and Michael L. Smith is compensated by Ares Management and its affiliates in connection with his services as an officer, partner, director and/or principal of Ares Management, entities affiliated with Ares Management and of investment funds managed by Ares Management and its affiliates. Such director’s compensation arrangement with Ares Management and its affiliates existed prior to his candidacy as a director of the Company. (3) While Robert L. Rosen did not receive any compensation from the Company for the fiscal year ended December 31, 2023, he did receive $225,000 from Ares Management for his service as a director of the Company for such period. For the fiscal year ended December 31, 2023, the independent directors received an annual fee of $200,000. They also received $2,500 plus reimbursement of reasonable out-of-pocket expenses incurred in connection with attending each board meeting and received $1,000 plus reimbursement of reasonable out-of-pocket expenses incurred in connection with attending each committee meeting. In addition, the lead independent director received an additional annual fee of $35,000, the chairperson of the audit committee received an additional annual fee of $25,000, and the chairperson of the nominating and governance committee received an additional annual fee of $10,000. In addition, the Company purchased directors’ and officers’ liability insurance on behalf of its directors and officers.