Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 4, 2022, the board of directors (the "Board") of Ares Capital
Corporation, a Maryland corporation (the "Company"), increased the size of the
Board from nine to ten members and, on the recommendation of the Nominating and
Governance Committee of the Board, appointed Mary Beth Henson as an independent
Class II director to fill the vacancy created by such increase.
The initial term of Ms. Henson, a Class II director, will expire at the 2024
annual meeting of stockholders of the Company. The Board has determined that
Ms. Henson is independent within the meaning of the independence standards of
the Securities and Exchange Commission (the "SEC") and the NASDAQ Marketplace
Rules. As an independent director, Ms. Henson will receive the same compensation
as that provided to the Company's other independent directors, as described in
detail in the Company's other filings with the SEC. There is no arrangement or
understanding under which Ms. Henson was appointed. There are no transactions
involving Ms. Henson requiring disclosure under Item 404(a) of Regulation S-K.
Ms. Henson served as Chief Financial Officer at the National Audubon Society, a
non-profit dedicated to protecting birds and their habitats, from 2013 until her
retirement in 2021. Before that, she was Vice President, Finance for City
Harvest, a food rescue organization in New York City, since 2008. Prior to
joining City Harvest, Ms. Henson worked in investment banking and treasury at
Merrill Lynch for 14 years and at Chase Manhattan Bank for 5 years. She received
an M.B.A. in Finance from New York University and a B.A. in English Literature
from the University of Virginia.
A copy of the Company's press release is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
Exhibit
Number Description
99.1 Press Release announcing Ms. Henson's appointment to the board of
directors of the Company, dated March 9, 2022.
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