Current Report Filing (8-k)
August 08 2022 - 4:32PM
Edgar (US Regulatory)
0001287750
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0001287750
2022-08-04
2022-08-04
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xbrli:shares
iso4217:USD
xbrli:shares
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) August 4, 2022
ARES CAPITAL CORPORATION
(Exact Name of Registrant as Specified in
Charter)
Maryland |
|
814-00663 |
|
33-1089684 |
(State or Other Jurisdiction of Incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
245 Park Avenue, 44th Floor, New York, NY |
|
10167 |
(Address of Principal Executive Offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code (212) 750-7300
(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):
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12
under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to
Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to
Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of
the Act:
Title of each class |
|
Trading
symbol |
|
Name of each exchange on which registered |
Common stock, $0.001 par value |
|
ARCC |
|
NASDAQ Global Select Market |
Indicate by check mark whether the registrant
is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter)
or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging
growth company ¨
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ¨
Item 5.07 Submission of Matters to a Vote of Security Holders.
Special Meeting of Stockholders
On August 4, 2022, Ares Capital Corporation (the
“Company”) held its special meeting of stockholders (the “Special Meeting”). The issued and outstanding shares
of stock of the Company entitled to vote at the Special Meeting consisted of the 494,653,521 shares of common stock outstanding at the
close of business on the record date, May 23, 2022. At the Special Meeting, the Company’s stockholders voted on the following proposal
and the Company’s inspector of election certified the vote tabulation indicated below.
Proposal 1
The 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 shares
of common stock) was approved, based on the following votes:
All stockholders:
FOR | | |
AGAINST | | |
ABSTAIN | |
| 214,061,482 | | |
| 45,021,224 | | |
| 7,919,069 | |
All stockholders excluding shares held by affiliated persons:
| FOR | | |
| AGAINST | | |
| ABSTAIN | |
| 206,408,568 | | |
| 45,021,224 | | |
| 7,919,069 | |
SIGNATURE
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: August 8, 2022 |
|
|
|
|
|
|
By: |
/s/ Penni F. Roll |
|
Name: |
Penni F. Roll |
|
Title: |
Chief Financial Officer |
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