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are of high character and integrity;
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are accomplished in their respective fields, with superior credentials and recognition;
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have relevant expertise and experience upon which to be able to offer advice and guidance to the Company’s officers and management of the investment adviser and the administrator;
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have sufficient time available to devote to the affairs of the Company;
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are able to work with the other members of the Board and contribute to the success of the Company;
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can represent the long-term interests of the Company’s stockholders as a whole; and
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are selected such that the Board represents a range of backgrounds and experience.
The nominating and governance committee also considers all applicable legal and regulatory requirements that govern the composition of the Board.
The nominating and governance committee may consider recommendations for nomination of directors from the Company’s stockholders. Nominations made by stockholders must be delivered to or mailed (setting forth the information required by the Bylaws) and received at the Company’s principal executive offices not earlier than the 150th day and not later than 5:00 p.m., Eastern Time, on the 120th day prior to the first anniversary of the date on which the Company first mailed its proxy materials for the previous year’s annual meeting of stockholders; provided, however, that if the date of the annual meeting has changed by more than 30 days from the prior year, the nomination must be received no earlier than the 150th day prior to the date of such annual meeting or later than 5:00 p.m., Eastern Time, on the later of (1) the 120th day prior to the date of such annual meeting, as originally convened, or (2) the 10th day following the day on which public announcement of such meeting date is first made.
In addition to information regarding the nominating stockholder as set forth in the Bylaws, a stockholder’s notice shall set forth as to each individual whom the stockholder proposes to nominate for election or re-election as a director:
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the name, age, business address and residence address of such individual;
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the class, series and number of any shares of stock of the Company that are beneficially owned by such individual;
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the date such shares were acquired and the investment intent of such acquisition;
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whether such stockholder believes any such individual is, or is not, an “interested person” of the Company, as defined in the Investment Company Act or is, or is not, “independent” as set forth in the requirements established by NASDAQ or any other exchange or automated quotation service on which the Company’s securities are listed, and information regarding such individual that is sufficient, in the discretion of the Board or any committee thereof or any authorized officer of the Company, to make either such determination; and
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all other information relating to such individual that is required to be disclosed in solicitations of proxies for election of directors in an election contest (even if an election contest is not involved), or is otherwise required, in each case pursuant to Regulation 14A under the Exchange Act (including such individual’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected).
All nominees properly submitted to the Company (or which the nominating and governance committee otherwise elects to consider) will be evaluated and considered by the members of the nominating and governance committee using the same criteria as nominees identified by the nominating and governance committee itself.
This description of the nominating and governance committee’s role and responsibilities is summary in nature, is not exhaustive and is qualified in its entirety by reference to the charter of the nominating and governance committee, which can be accessed via the Company’s website at www.arescapitalcorp.com. The contents of the Company’s website are not intended to be incorporated by reference into this proxy statement or in any other report or document it files with the Commission, and any references to the Company’s website are intended to be inactive textual references only.