Ares Capital Corp: Director Changes and Officer Compensation Update

TL;DR

Ares Capital Corp swapped a director and updated exec pay. Board changes are in.

AI Summary

Ares Capital Corporation announced on March 1, 2024, changes related to its board of directors and executive compensation. Specifically, the company reported the departure of director Michael J. K. Martin and the election of new director Scott D. Gwilliam. Additionally, the filing details compensatory arrangements for certain officers.

Why It Matters

Changes in board composition and executive compensation can signal shifts in company strategy or governance, impacting investor confidence and future performance.

Risk Assessment

Risk Level: low — The filing primarily concerns routine corporate governance matters such as director changes and compensation arrangements, which typically do not represent significant financial risk.

Key Players & Entities

• Ares Capital Corporation (company) — Registrant
• Michael J. K. Martin (person) — Departing Director
• Scott D. Gwilliam (person) — Newly Elected Director
• March 1, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.001 — nge on which registered Common stock, $0.001 par value ARCC NASDAQ Global Select

Filing Documents

• tm248008d1_8k.htm (8-K) — 25KB
• 0001104659-24-031492.txt ( ) — 195KB
• arcc-20240301.xsd (EX-101.SCH) — 3KB
• arcc-20240301_lab.xml (EX-101.LAB) — 33KB
• arcc-20240301_pre.xml (EX-101.PRE) — 22KB
• tm248008d1_8k_htm.xml (XML) — 4KB

02 Departure of Directors or Certain Officers Election

Item 5.02 Departure of Directors or Certain Officers Election of Directors Appointment of Certain Officers Compensatory Arrangements of Certain Officers. On March 1, 2024, Robert L. Rosen and Bennett Rosenthal each notified Ares Capital Corporation (the "Company") that they would not stand for re-election as directors of the Company when their respective current terms expire at the Company's 2024 Annual Meeting of Stockholders (the "Annual Meeting"). Robert L. Rosen and Bennett Rosenthal are expected to continue to serve the remainder of their respective terms until the date of the Annual Meeting. Robert L. Rosen has served on the Company's Board of Directors (the "Board") since the Company's initial public offering in 2004. Bennett Rosenthal has served as Co-Chairman of the Board since 2014, and previously as Chairman of the Board since the Company's initial public offering in 2004. 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's nor Bennett Rosenthal's decision to not stand for reelection was based on the result of any disagreement relating to the Company's operations, policies or practices. The Company appreciates and thanks Robert L. Rosen and Bennett Rosenthal for their service and commitment as directors and will continue to benefit from their perspectives and insights as directors until their respective terms expire at the Annual Meeting. The Company expects that it will continue to benefit from Bennett Rosenthal's experience while he serves as Chairman Emeritus of the Board. As Chairman Emeritus, Bennett Rosenthal may attend Board and committee meetings, although his attendance will not count for quorum purposes. He will not have any of the responsibilities or liabilities of a director, nor any of a director's rights, powers or privileges. Bennett Rosenthal wi

SIGNATURES

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: March 6, 2024 By: /s/ Scott Lem Name: Scott Lem Title: Chief Financial Officer 3