Ares Capital Corporation (ARCC) won stockholder approval on August 13, 2026 to sell or issue common stock at prices below its then-current net asset value per share. The authorization gives management a capital-raising lever it can pull for the next twelve months. What complicates it is the size of the dissent: 70,093,164 votes against, alongside 14,771,898 abstentions.
The special meeting drew votes against a record-date share count of 718,022,845 shares of common stock outstanding as of May 15, 2026. The company's common stock trades on the NASDAQ Global Select Market under the ticker ARCC. The FOR tally from all stockholders reached 287,240,274. When affiliated persons' shares are separated out, the FOR count drops to 279,480,234, meaning affiliated holders accounted for 7,760,040 of the favorable votes. The AGAINST and ABSTAIN totals were unchanged when affiliated shares are excluded.
The authorization carries hard limits. Any below-NAV issuance requires board approval, and the number of shares issued cannot exceed 25% of shares outstanding at the time of any given transaction. The authorization runs through August 13, 2027, then expires.
The counterargument belongs to the no votes, and it is structural. Issuing stock below net asset value dilutes existing holders by selling $1 of assets for less than $1. Each share placed at a discount reduces the per-share NAV for everyone already in the register. The 25% ceiling limits the scale of any single transaction but leaves management significant room to act across the twelve-month window.
On balance, the proposal cleared. The risk is that the option gets exercised precisely when ARCC's share price sits farthest below NAV, which tends to coincide with credit stress rather than calm. For a business development company, that is the structural tension embedded in below-NAV authorization: the periods when fresh capital is most needed are exactly when the cost of issuance to existing holders is highest. The line to watch is whether any exercise of the authorization follows, and how close it tracks to the 25% ceiling. The filing with the SEC was dated August 14, 2026, signed by Scott C. Lem, Chief Financial Officer and Treasurer.