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)  June 4, 2012

 

ARES CAPITAL CORPORATION

(Exact Name of Registrant as Specified in Charter)

 

Maryland

 

000-50697

 

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

 

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.

 

Results of Annual Meeting of Stockholders

 

(a)           On June 4, 2012, the Company held its Annual Meeting at The Waldorf Astoria, located at 301 Park Avenue, New York, New York, United States 10022.

 

(b)           The issued and outstanding shares of stock of the Company entitled to vote at the Annual Meeting consisted of the 221,874,996 shares of common stock outstanding on the record date, April 13, 2012.  The common stockholders of the Company voted on three proposals at the Annual Meeting, all of which were approved.  The final voting results from the Annual Meeting 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

 

Gregory W. Penske

 

123,056,850

 

6,002,686

 

59,987,941

 

Robert L. Rosen

 

112,524,737

 

16,534,799

 

59,987,941

 

Bennett Rosenthal

 

117,846,334

 

11,213,202

 

59,987,941

 

 

(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, 2012.

 

FOR

 

AGAINST

 

ABSTAIN

 

185,079,256

 

3,400,244

 

567,977

 

 

(3)           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

 

BROKER NON-VOTES

 

118,854,702

 

9,205,163

 

999,671

 

59,987,941

 

 

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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:   June 5, 2012

 

 

 

By:

/s/ Penni F. Roll

 

Name:

Penni F. Roll

 

Title:

Chief Financial Officer

 

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