STOCK TITAN
  1. Home
  2. Sec-filings
  3. ARCC
  4. [8-K] ARES CAPITAL CORP Reports Material Event

Ares Capital (ARCC) reports 2026 director elections and auditor ratification

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Ares Capital Corporation reported the results of its annual stockholder meeting held on May 7, 2026. Stockholders entitled to vote included 718,022,845 shares of common stock as of the record date of March 2, 2026.

Stockholders elected three Class I directors to serve until the 2029 annual meeting. Ann Torre Bates received 227,599,186 votes for, 22,887,186 against and 5,483,619 abstentions, with 256,591,998 broker non-votes. Steven B. McKeever received 193,224,033 votes for, 58,930,014 against and 3,815,944 abstentions, with 256,591,998 broker non-votes. Michael J. Arougheti received 234,472,961 votes for, 18,006,707 against and 3,490,323 abstentions, with 256,591,998 broker non-votes.

Stockholders also approved the ratification of KPMG LLP as the independent registered public accounting firm for the year ending December 31, 2026, with 490,881,757 votes for, 16,126,434 against and 5,553,798 abstentions.

Positive

  • None.

Negative

  • None.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Shares entitled to vote 718,022,845 shares Common stock outstanding as of March 2, 2026 record date
Votes for Ann Torre Bates 227,599,186 votes Election as Class I director at 2026 annual meeting
Votes for Steven B. McKeever 193,224,033 votes Election as Class I director at 2026 annual meeting
Votes for Michael J. Arougheti 234,472,961 votes Election as Class I director at 2026 annual meeting
Broker non-votes per director 256,591,998 shares Broker non-votes on each Class I director proposal
Votes for KPMG LLP 490,881,757 votes Ratification as auditor for year ending December 31, 2026
Votes against KPMG LLP 16,126,434 votes Ratification of independent registered public accounting firm
Abstentions on KPMG ratification 5,553,798 votes Ratification of KPMG LLP for 2026
broker non-votes financial
"based on the following votes Ann Torre Bates ... | BROKER NON-VOTES"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
independent registered public accounting firm regulatory
"the Company’s independent registered public accounting firm for the year ending December 31, 2026"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
record date regulatory
"outstanding at the close of business on the record date, March 2, 2026"
The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.
annual meeting of stockholders regulatory
"held its annual meeting of stockholders (the “Annual Meeting”)"
Class I directors financial
"were elected as Class I directors of the Company to serve until the 2029 annual meeting"
Class I directors are the subset of a company’s board whose terms expire at a specific annual meeting under a staggered election system that divides directors into multiple groups with different re-election years. For investors this matters because staggered classes slow how quickly shareholders can replace the board, affecting takeover risk, governance change and the pace of corporate decisions — like rotating only part of a team instead of swapping everyone at once.
Understanding 8-K Material Events →
0001287750FALSE00012877502026-05-072026-05-07

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) May 7, 2026
 
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):
 
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))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading symbolName of each exchange on which registered
Common stock, $0.001 par valueARCCNASDAQ 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 o

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. o


Item 5.07 Submission of Matters to a Vote of Security Holders.

On May 7, 2026, Ares Capital Corporation (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). The issued and outstanding shares of stock of the Company entitled to vote at the Annual Meeting consisted of the 718,022,845 shares of common stock outstanding at the close of business on the record date, March 2, 2026. At the Annual Meeting, the Company’s stockholders voted on the following proposals and the Company’s inspector of election certified the vote tabulations indicated below.

Proposal 1
The nominees listed below were elected as Class I directors of the Company to serve until the 2029 annual meeting of stockholders, and until their respective successors are duly elected and qualify, based on the following votes:

FORAGAINSTABSTAINBROKER NON-VOTES
Ann Torre Bates227,599,18622,887,1865,483,619256,591,998
Steven B. McKeever193,224,03358,930,0143,815,944256,591,998
Michael J Arougheti234,472,96118,006,7073,490,323256,591,998

Proposal 2
The proposal to ratify the selection of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026 was approved, based on the following votes:

FORAGAINSTABSTAIN
490,881,75716,126,4345,553,798


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:  May 8, 2026  
   
 By:/s/ SCOTT C. LEM
 Name:Scott C. Lem
 Title:Chief Financial Officer and Treasurer


Source: View Original Filing on SEC EDGAR

FAQ

What did Ares Capital Corporation (ARCC) stockholders vote on at the 2026 annual meeting?

Stockholders voted to elect three Class I directors and to ratify KPMG LLP as independent registered public accounting firm for the year ending December 31, 2026. All proposals received sufficient support to be approved.

How many Ares Capital (ARCC) shares were eligible to vote at the 2026 annual meeting?

The issued and outstanding shares entitled to vote totaled 718,022,845 shares of common stock as of the record date, March 2, 2026. This figure reflects all voting-eligible common shares on that date.

Were the Ares Capital (ARCC) Class I director nominees elected in 2026?

Yes. Ann Torre Bates, Steven B. McKeever and Michael J. Arougheti were elected as Class I directors to serve until the 2029 annual meeting, each receiving more votes "for" than "against" from stockholders.

How did Ares Capital (ARCC) stockholders vote on KPMG as auditor for 2026?

Stockholders approved the ratification of KPMG LLP as independent registered public accounting firm for the year ending December 31, 2026, with 490,881,757 votes for, 16,126,434 against and 5,553,798 abstentions recorded.

What are broker non-votes in the Ares Capital (ARCC) 2026 director election results?

Broker non-votes are shares held in street name not voted on certain proposals. For each Class I director, 256,591,998 broker non-votes were recorded, meaning these shares were present for quorum but did not count toward for-or-against tallies.

Filing Exhibits & Attachments

3 documents

Other Documents