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) March 26, 2010

 

ARES CAPITAL CORPORATION

(Exact Name of Registrant as Specified in Charter)

 

 

 

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 Special Meeting of Stockholders

 

(a)           At 3:00 p.m. (Eastern Time) on March 26, 2010, Ares Capital Corporation (“Ares Capital”) held a special meeting of its stockholders at The Westin Grand, located at 2350 M Street Northwest, Washington, D.C., United States 20037 (the “Special Meeting”).

 

(b)           The issued and outstanding shares of stock of Ares Capital entitled to vote at the Special Meeting consisted of 130,944,674 shares of common stock outstanding on the record date, February 2, 2010.  The common stockholders of Ares Capital voted on two matters at the Special Meeting, both of which were approved.  The final voting results from the Special Meeting were as follows:

 

(1)           A proposal to approve the issuance of the shares of Ares Capital common stock to be issued pursuant to the Agreement and Plan of Merger, dated as of October 26, 2009, among Ares Capital, Allied Capital Corporation (“Allied Capital”) and ARCC Odyssey Corp., a wholly owned subsidiary of Ares Capital.

 

FOR		AGAINST		ABSTAIN
88,554,166		627,518		278,690

 

(2)           A proposal to approve the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes at the time of the Special Meeting to approve the foregoing proposal.

 

FOR		AGAINST		ABSTAIN
84,315,454		4,551,667		593,253

 

Item 8.01  Other Events.

 

On March 26, 2010, Ares Capital issued a press release announcing that the stockholders of Allied Capital and Ares Capital approved all proposals related to the pending merger transaction.  The text of the press release is included as Exhibit 99.1 to this Form 8-K.

 

Item 9.01  Financial Statements and Exhibits.

 

(d)          Exhibits:

 

Exhibit Number		Description
99.1		Press Release, dated as of March 26, 2010

 

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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:   March 26, 2010
	By:	/s/ Michael D. Weiner
	Name:	Michael D. Weiner
	Title:	Vice President

 

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Exhibit Index

 

Exhibit Number		Description
99.1		Press Release, dated as of March 26, 2010

 

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