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    Ares Management Corporation filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders

    6/11/25 4:25:55 PM ET
    $ARES
    Investment Managers
    Finance
    Get the next $ARES alert in real time by email
    ares-20250606
    0001176948false00011769482025-06-062025-06-060001176948ares:A6.75SeriesBMandatoryConvertiblePreferredStockParValue0.01PerShareMember2025-06-062025-06-06

    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
     
    ARES MANAGEMENT CORPORATION
    (Exact Name of Registrant as Specified in Charter)
     
    Delaware 001-36429 80-0962035
    (State or Other Jurisdiction
    of Incorporation)
     
    (Commission
    File Number)
     
    (IRS Employer
    Identification No.)

    1800 Avenue of the Stars, Suite 1400, Los Angeles, CA 90067
    (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):
     
    ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
    ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
    ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
    ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

    Securities registered pursuant to Section 12(b) of the Act:
    Title of each classTrading Symbol(s)Name of each exchange on which registered
    Class A common stock, par value $0.01 per shareARESNew York Stock Exchange
    6.75% Series B mandatory convertible preferred stock, par value $0.01 per shareARES.PRBNew York Stock Exchange

    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. ☐




    1


    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:

    FORAGAINSTABSTAINBROKER NON-VOTES
    Michael J Arougheti980,343,71751,196,91314,71813,686,263
    Ashish Bhutani1,022,385,7319,152,28517,33213,686,263
    Antoinette Bush980,433,12251,104,81317,41313,686,263
    R. Kipp deVeer992,478,26339,060,36416,72113,686,263
    Paul G. Joubert1,018,142,50913,395,83017,00913,686,263
    David B. Kaplan991,636,04539,900,99818,30513,686,263
    Michael Lynton1,002,157,26529,380,88417,19913,686,263
    Eileen Naughton1,022,387,8279,150,00417,51713,686,263
    Dr. Judy D. Olian975,165,70956,372,64216,99713,686,263
    Antony P. Ressler964,367,37467,170,99816,97613,686,263
    Bennett Rosenthal992,471,32839,064,69219,32813,686,263

    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:


    FORAGAINSTABSTAIN
    1,044,046,2971,178,29517,019

    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:

    FORAGAINSTABSTAINBROKER
    NON-VOTES
    950,695,07180,721,996138,28113,686,263

    2


    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 YEAR2 YEAR3 YEARABSTAINBROKER
    NON-VOTES
    148,337,91039,572883,080,55097,31613,686,263

    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.

    3


    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)



    4
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