Item 5.07 Submission of Matters to a Vote of Security Holders.
On December 15, 2016, American Capital, Ltd. (the “
Company
”) held its 2016 Annual Meeting of Stockholders (the “
Annual Meeting
”), at the Hyatt Regency Bethesda, 7400 Wisconsin Avenue, Bethesda, Maryland 20814, at 9:00 a.m. (ET). The record date for the Annual Meeting was October 17, 2016. As of the record date, a total of approximately 216,052,838 shares of the Company’s common stock were entitled to vote at the Annual Meeting. There were 174,751,148 shares of the Company’s common stock present in person or by proxy at the Annual Meeting. Set forth below are the matters acted upon by the Company’s stockholders, and the final voting results of each such proposal.
1.
Adoption of the Merger Agreement
. The Company’s stockholders voted to adopt the Agreement and Plan of Merger, dated as of May 23, 2016 (the “
Merger Agreement
”), by and among Ares Capital Corporation, Orion Acquisition Sub, Inc. (“
Acquisition Sub
”), the Company, American Capital Asset Management, LLC (“
ACAM
”), Ivy Hill Asset Management, L.P. (“
IHAM
”), Ivy Hill Asset Management GP, LLC and, solely for purposes of certain provisions therein, Ares Capital Management LLC, which provides for the merger of Acquisition Sub with and into the Company (the “
Merger
”) and the merger of ACAM with and into IHAM (together with the Merger, the “
Mergers
”), and certain other transactions as contemplated therein. The number of shares cast in favor and against, and the number of abstentions and non-votes were as follows:
|
|
|
|
|
For
|
Against
|
Abstain
|
Non Votes
|
119,360,930
|
2,141,340
|
2,492,608
|
50,756,269
|
2.
Advisory (Non-Binding) Vote on Compensation
. The Company’s stockholders voted to approve, on an advisory, non-binding basis, the payment of an estimated $62,330,277 in the aggregate, subject to the occurrence of certain conditions regarding change of control and termination, in golden parachute payments that will or may become payable to the Company’s named executive officers pursuant to their employment and other arrangements with the Company and the Merger Agreement, in connection with the completion of the Mergers and certain other transactions as contemplated therein. The number of shares cast in favor and against, and the number of abstentions and non-votes were as follows:
|
|
|
|
|
For
|
Against
|
Abstain
|
Non Votes
|
90,166,741
|
30,633,042
|
3,195,096
|
50,756,269
|
3.
Possible Adjournment to Solicit Additional Proxies, if Necessary or Appropriate
. The Company’s stockholders voted to approve any adjournments of the Annual Meeting for the purpose of soliciting additional proxies if there were not sufficient votes at the time of the Annual Meeting to adopt the Merger Agreement. In light of the voting results reported under proposal 1 above, it was not necessary to adjourn the Annual Meeting. The number of shares cast in favor and against, and the number of abstentions and non-votes were as follows:
|
|
|
|
|
For
|
Against
|
Abstain
|
Non Votes
|
118,377,745
|
2,863,581
|
2,753,553
|
50,756,269
|
4.
Election of Directors of the Company
. The Company's stockholders voted to elect ten directors to the Company’s board of directors, each to serve until the earlier of the expiration of a one-year term or the completion of the transactions contemplated by the Merger Agreement. The number of shares cast in favor and against, and the number of abstentions and non-votes were as follows:
|
|
|
|
|
|
Nominee
|
For
|
Against
|
Abstain
|
Non Votes
|
Mary C. Baskin
|
119,955,427
|
2,997,752
|
1,041,700
|
50,756,269
|
Neil M. Hahl
|
119,787,723
|
3,129,558
|
1,077,599
|
50,756,269
|
Philip R. Harper
|
119,646,657
|
3,268,178
|
1,080,044
|
50,756,269
|
Stan Lundine
|
119,616,320
|
3,296,183
|
1,082,376
|
50,756,269
|
Kristen L. Manos
|
120,112,656
|
2,828,167
|
1,054,056
|
50,756,269
|
Susan K. Nestegard
|
120,058,463
|
2,856,003
|
1,080,413
|
50,756,269
|
Kenneth D. Peterson, Jr.
|
119,961,337
|
2,939,213
|
1,094,329
|
50,756,269
|
Alvin N. Puryear
|
119,584,929
|
3,317,605
|
1,092,009
|
50,756,269
|
Malon Wilkus
|
119,487,611
|
3,466,578
|
1,040,690
|
50,756,269
|
David G. Richards
|
120,153,370
|
2,766,867
|
1,074,642
|
50,756,269
|
5.
Ratification of Independent Public Accountants
. The Company’s stockholders voted to ratify the appointment of Ernst & Young LLP to serve as the Company’s independent public accountant for the year ending December 31, 2016. The number of shares cast in favor and against, and the number of abstentions and non-votes were as follows:
|
|
|
|
For
|
Against
|
Abstain
|
171,240,776
|
2,689,975
|
820,397
|