Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Effective as of December 31, 2021, the board of directors (the "Board") of Ares
Management Corporation (the "Company") increased the size of the Board from nine
to eleven members and appointed Eileen Naughton as a Class II director to fill
one of the vacancies created by such increase. Ms. Naughton will serve as a
director until her successor is duly elected and qualified or until the earlier
of her death, resignation or removal. The Board has determined that Ms. Naughton
meets the requirements for independence under the applicable listing standards
of the New York Stock Exchange and the Securities and Exchange Act of 1934, as
amended. Ms. Naughton has been appointed to the Conflicts Committee of the Board
and will receive the customary compensation for non-executive directors of the
Company. Ms. Naughton also entered into the Company's standard indemnification
agreement for non-executive directors.
Ms. Naughton served as the Chief People Officer and Vice President of People
Operations at Google, Inc. from September 2016 to January 2021. Prior to
September 2016, Ms. Naughton served in a variety of senior roles at Google
dating back to 2006, including as Vice President and Managing Director for
Google UK & Ireland and Vice President of Global Sales. Prior to joining Google
in 2006, Ms. Naughton held a number of executive positions at Time Warner,
including president of TIME Magazine. Ms. Naughton is currently a board member
of ZScaler, Inc. (NASDAQ: ZS), Olive AI and The Center for Discovery, and she
previously served on the boards of L'Oreal and The XO Group. Ms. Naughton holds
a Bachelor of Arts in international relations from the University of
Pennsylvania, a Master of Arts from the Lauder Institute and a Master of
Business Administration from the University of Pennsylvania's Wharton School.
There are no arrangements or understandings between Ms. Naughton and any other
persons pursuant to which she was elected as a member of the Board. There are no
family relationships between Ms. Naughton and any director, executive officer,
or any person nominated or chosen by the Company to become a director or
executive officer. Ms. Naughton is not a party to any current or proposed
transaction with the Company for which disclosure is required under Item 404(a)
of Regulation S-K.
Item 7.01 Regulation FD Disclosure
A copy of the press release announcing the appointment of Ms. Naughton as a
director of the Company is furnished as Exhibit 99.1 to this Current Report on
Form 8-K.
The information disclosed under this Item 7.01, including Exhibit 99.1 hereto,
is being furnished and shall not be deemed to be "filed" for purposes of Section
18 of the Securities Exchange Act of 1934, as amended, and shall not be deemed
incorporated by reference into any filing under the Securities Act of 1933, as
amended, except as shall be expressly set forth by specific reference in such a
filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
Exhibit Number Description
99.1 Press release of Ares Management Corporation, dated January 5, 2022
Cover Page Interactive Data File (embedded within the Inline XBRL
104 document)
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