Ares Management Corporation filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
$ARES
Investment Managers
Finance
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
______________________________________________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported) June 6, 2025
(Exact Name of Registrant as Specified in Charter)
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
(Address of principal executive office) (Zip Code)
(310 ) 201-4100
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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Item 5.07 Submission of Matters to a Vote of Security Holders.
Annual Meeting of Stockholders
On June 6, 2025, Ares Management Corporation (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). The issued and outstanding shares of stock of the Company entitled to vote at the Annual Meeting consisted of the shares of common stock outstanding on the record date, April 7, 2025 (the “Record Date”). As of the Record Date, there were 214,980,803 shares of our Class A common stock outstanding representing 214,980,803 votes, 1,000 shares of our Class B common stock outstanding representing 751,808,292 votes and 108,114,920 shares of our Class C common stock outstanding representing 108,114,920 votes, for a total of 1,074,904,015 votes. At the Annual Meeting, the Company’s stockholders voted on the following proposals, each of which is described in more detail in the Company’s definitive proxy statement filed on April 16, 2025, and the Company’s inspector of election certified the vote tabulations indicated below.
Proposal 1
The nominees listed below were elected as directors of the Company to serve for one-year terms expiring at the 2026 Annual Meeting of Stockholders once their respective successors have been duly elected and qualified or until their earlier resignation or removal, based on the following votes:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||||||||||||||||||||||
| Michael J Arougheti | 980,343,717 | 51,196,913 | 14,718 | 13,686,263 | ||||||||||||||||||||||
| Ashish Bhutani | 1,022,385,731 | 9,152,285 | 17,332 | 13,686,263 | ||||||||||||||||||||||
| Antoinette Bush | 980,433,122 | 51,104,813 | 17,413 | 13,686,263 | ||||||||||||||||||||||
| R. Kipp deVeer | 992,478,263 | 39,060,364 | 16,721 | 13,686,263 | ||||||||||||||||||||||
| Paul G. Joubert | 1,018,142,509 | 13,395,830 | 17,009 | 13,686,263 | ||||||||||||||||||||||
| David B. Kaplan | 991,636,045 | 39,900,998 | 18,305 | 13,686,263 | ||||||||||||||||||||||
| Michael Lynton | 1,002,157,265 | 29,380,884 | 17,199 | 13,686,263 | ||||||||||||||||||||||
| Eileen Naughton | 1,022,387,827 | 9,150,004 | 17,517 | 13,686,263 | ||||||||||||||||||||||
| Dr. Judy D. Olian | 975,165,709 | 56,372,642 | 16,997 | 13,686,263 | ||||||||||||||||||||||
| Antony P. Ressler | 964,367,374 | 67,170,998 | 16,976 | 13,686,263 | ||||||||||||||||||||||
| Bennett Rosenthal | 992,471,328 | 39,064,692 | 19,328 | 13,686,263 | ||||||||||||||||||||||
Proposal 2
The proposal to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the Company’s 2025 fiscal year was approved based on the following votes:
| FOR | AGAINST | ABSTAIN | ||||||||||||||||||
| 1,044,046,297 | 1,178,295 | 17,019 | ||||||||||||||||||
Proposal 3
The stockholders approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers for the Company’s 2024 fiscal year (the “say-on-pay vote”), based on the following votes:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | ||||||||||||||
| 950,695,071 | 80,721,996 | 138,281 | 13,686,263 | ||||||||||||||
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Proposal 4
The stockholders approved, on a non-binding advisory basis, a three year frequency of future advisory votes on the compensation paid to the Company’s named executive officers (the “say-on-frequency vote”), based on the following votes:
| 1 YEAR | 2 YEAR | 3 YEAR | ABSTAIN | BROKER NON-VOTES | ||||||||||||||||
| 148,337,910 | 39,572 | 883,080,550 | 97,316 | 13,686,263 | ||||||||||||||||
The Company has decided to include a stockholder say-on-pay vote in its proxy materials once every three years, consistent with the stockholders’ advisory vote on the frequency of future advisory votes on executive compensation.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ARES MANAGEMENT CORPORATION | |||||||||||
| Dated: June 11, 2025 | |||||||||||
| By: | /s/ Jarrod Phillips | ||||||||||
| Name: | Jarrod Phillips | ||||||||||
| Title: | Chief Financial Officer | ||||||||||
| (Principal Financial & Accounting Officer) | |||||||||||
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