UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the
Securities Exchange Act of 1934 (Amendment
(Amendment No. )
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under §240.14a-12 |
OWL ROCK CAPITAL CORPORATION
(Name of Registrant as Specified In Itsin its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required. |
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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Dear Shareholder: We present this year’s Proxy Statement and invite you to join the annual meeting of shareholders of Owl Rock Capital Corporation (the “Company,” “we” or “us”) to be held on June 21, 2023 at 9:00 a.m., Eastern Time (the “Annual Meeting”). The Annual Meeting will be a completely virtual meeting, which will be conducted via live webcast. The Notice of the Annual Meeting and proxy statement accompanying this letter provide an outline of the business to be conducted at the meeting. The Annual Meeting is being held to elect two members of the board of directors of the Company (the “Board”); and to ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm. The Company’s Board unanimously recommends that you vote FOR each of the proposals to be considered and voted on at the Annual Meeting. |
Craig W. Packer CEO, President and Director | |||
Our Year
We had an outstanding year in 2022, achieving our highest net investment income since our IPO in 2019, despite volatility and uncertainty across the markets. We have specifically designed our portfolio for durability by focusing on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1)Our Strategy
![[MISSING IMAGE: lg_owlrock-bw.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-21-007945/lg_owlrock-bw.jpg)
Owl Rock Capital Corporation (the “Company,” “we”provides direct lending solutions to U.S. middle-market companies. Our portfolio consists of predominantly senior secured loans that are directly originated by the Adviser’s team of investment professionals. When we founded the company and started investing in 2016, quite simply, our goal was to build a market-leading direct lending platform with distinctive competitive advantages.
As a financing partner to the middle-market, we feel scale is very important in the direct lending space. Our size and experience allow us to see bigger deals, work with more established partners, and lend to bigger companies. Our approach mitigates risk and seeks to maintain excellent credit quality. This allows us to serve as a distinctive and valued financing partner for high-quality borrowers and private equity sponsors. | ||||
To support our scale, the Adviser has built a team of more than 100 professionals with deep understanding of origination, underwriting, and portfolio monitoring. This structure ensures we are seeing the best opportunities, employing a disciplined approach, and maintaining an ongoing partnership with our portfolio companies. | ||||
Over the years, we have reviewed thousands of opportunities from hundreds of different sponsors, and we have chosen to invest in only a small percentage. Our scale, coupled with our direct origination model, allows us to invest in stable, upper-middle market companies, which we believe are often more durable businesses and better able to navigate economic cycles. Our underwriting is focused on top-line stability and limiting downside risk, and we perform detailed private-side due diligence before making investments. We have built a fully invested, seasoned and well diversified portfolio. Owl Rock Capital Corporation also benefits from the Adviser’s ability to source larger investment sizes and control economic terms and documentation while maintaining portfolio diversification and the ability to have investments allocated across the Adviser’s entire credit platform. | ||||
Highlights of 2022 Results*
Our continued credit performance drove strong investment income for 2022, up 18% from the prior year. While earnings momentum was bolstered by higher base rates as interest rates increased, we have also been diligently working to increase the spread in the portfolio, up 20 basis points in 2022, while maintaining the majority of our portfolio in first lien investments. As a result, our average asset yield in the portfolio increased by over 300 basis points to 11%. In addition, our internal credit ratings have remained consistent quarter over quarter with approximately 90% of our portfolio performing in-line with or “us”)above expectations.
For the full year, our new investment commitments totaled nearly $1.8 billion across 52 new portfolio companies and 23 existing portfolio companies. We have also continued to be heldinvest in specialty finance companies and to pursue portfolio growth through strategic equity investments. The portfolio is generating very attractive risk-adjusted asset yields, and we have worked hard to position it for success.
Prioritization of Shareholder Returns
We announced several capital actions in 2022 to enable shareholders to benefit from our earnings momentum, including increasing the regular quarterly dividend and introducing a formulaic supplemental dividend that is equal to 50% of earnings in excess of our regular dividend each quarter. With this new dividend structure and at the share price as of the date of this letter, the resulting dividend level would generate an annualized dividend yield of over 11%.
Additionally, on MarchNovember 1, 2022, the Board approved the 2022 Repurchase Program, which allows the Company to repurchase up to $150 million of its common stock. In addition, certain affiliates and employees of Blue Owl Capital Inc., the Adviser’s parent company, participated in an investment vehicle to purchase up to $25 million of our common stock. So far under this program, through February 17, 2021 at 9:00 a.m., Eastern Time. The Special Meeting will be2023, a completely virtual meeting, which will be conducted via live webcast.
Investing Responsibly and an indirect subsidiary of Owl Rock Capital Partners LP (“Owl Rock Capital Partners”), has advised the Company’s Board of Directors (the “Board”) that Owl Rock Capital PartnersFostering Diversity, Equity and certain of its affiliates (collectively, “Owl Rock”) have entered into a Business Combination Agreement (the “Business Combination Agreement”) with Neuberger Berman Group LLC (“Neuberger”) and Altimar Acquisition Corporation (“Altimar”), a publicly-traded special purpose acquisition company sponsored by an affiliate of HPS Investments Partners, LLC.
As discussed in assets under management.
Outlook
As we look to 2023, we are prepared for the possibility of a more challenging economic environment. We have built our portfolio to be resilient across varying scenarios and we are confident in the Adviser is not changing, nor areportfolio’s versatility, even in the termsevent of the advisory agreement between the Advisereconomic headwinds. We believe we will have continued strong credit performance and the Company. The continuityany defaults or potential losses in our portfolio will be manageable and enhancements providedoffset by the Adviser Change in Control are as follows:
It is important that your shares of the Company’s common stock be represented at the SpecialAnnual Meeting. If you are unable to attend the SpecialAnnual Meeting virtually, I urge you to complete, date and sign the enclosed proxy card and return it promptly in the enclosed postage-prepaid envelope atprovided, or follow the instructions printed on the Notice of Internet Availability of Proxy Materials or the proxy card to authorize your earliest convenience to assure that your shares are represented atvote through the Special Meeting.
We are excited about our future and Director
| Sincerely yours, |
Craig W. Packer Chief Executive Officer, President and Director March 29, 2023 |
| * | Our annual report on Form 10-K for the fiscal year ended December 31, 2022 is available at www.proxyvote.com and contains additional information about our 2022 results. |
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399 Park Avenue, 38th37th Floor
New York, New York 10022
NOTICE OF SPECIALANNUAL MEETING OF SHAREHOLDERS
To Be Held On March 17, 2021June 21, 2023
To the Shareholders of Owl Rock Capital Corporation:
NOTICE IS HEREBY GIVEN THAT the specialannual meeting (the “Special Meeting”) of holders of common stock (“Shareholders”)shareholders of Owl Rock Capital Corporation, a Maryland corporation (the “Company,” “we” or “us”“Company”), will be held on March 17, 2021June 21, 2023 at 9:00 a.m., Eastern Time.Time (the “Annual Meeting”). The SpecialAnnual Meeting will be a completely virtual meeting, which will be conducted via live webcast. You will be able to attend the SpecialAnnual Meeting online and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/ORCC2021SM.ORCC2023. For instructions on how to attend and vote your shares at the SpecialAnnual Meeting, see the information in the accompanying proxy statement under the heading “How to attend and vote at the SpecialAnnual Meeting.”
The SpecialAnnual Meeting is being held for the following purposes:
| 1. | To elect two members of the Board to serve until the 2026 annual meeting of shareholders and until their successors are duly elected and qualified; and |
| 2. | To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. |
The Board of Directors of the Company (the “Board”) has fixed the close of business on January 15, 2021March 24, 2023 as the record date for the determination of Shareholdersshareholders entitled to notice of, and to vote at, the SpecialAnnual Meeting and adjournments or any adjournment(s) or postponement(s)postponements thereof.
Important notice regarding the availability of proxy materials for the Annual Meeting.The Board unanimously recommends that you vote “FOR”Company’s proxy statement, the approval of (i) the New Advisory Agreement and (ii) the Adjournment Proposal.
| By Order of the Board of Directors, |
Neena A. Reddy Secretary March 29, 2023 |
Shareholders are requested to promptly authorize a proxy vote over the internet, or execute and return promptly the accompanying proxy card, which is being solicited by the Board. You may authorize a proxy over the internet by following the instructions in the Notice of Internet Availability of Proxy Materials or the proxy card. You may execute the proxy card using the methods described in the proxy card. Executing the proxy card is important to ensure a quorum at the Annual Meeting. Proxies may be revoked at any time before they are exercised by submitting a written notice of revocation or a subsequently executed proxy, or by virtually attending the Annual Meeting and voting. | ||||||||||
| Four Ways to Vote | ||||||||||
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Online visit www.virtualshareholder meeting.com/ORCC2023 | Phone call 1-800-690-6903 | QR Code Scan QR Code using | Complete, sign and | |||||||
Neena ReddySecretary
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i
SPECIAL MEETING OF SHAREHOLDERSTo Be Held On March 17, 2021
Annual Meeting of the Transaction, Blue Owl will have issuedShareholders
Date & Time: Wednesday, June 21, 2023 9:00 a.m., Eastern Time | Virtual Meeting Site: www.virtualshareholdermeeting.com/ORCC2023 | Record Date: Close of Business March 24, 2023 | ||
Meeting Agenda and outstanding five classes of common stock, which will be owned by a combination of publicVoting Matters
Proposals | Board Recommendation | Page Reference | ||||||||
1. | Elect two members of the Board to serve until the 2026 annual meeting of shareholders and until their successors are duly elected and qualified | FOR | 9 | |||||||
2. | Ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023 | FOR | 33 | |||||||
Corporate Governance Highlights
 | • All of our directors are independent, except for Mr. Packer. • All of our Audit, Compensation and Nominating & Corporate Governance Committee members are independent. • An independent non-executive chairman. • An excellent track record of attendance by our directors at Board and committee meetings in 2022. • A balance of new and experienced directors. • A Code of Business Conduct. |
Directors
| Director Since | Independence | Board Committees | ||||||||||
| Edward D’Alelio* Age: 70 | 2016 | ● | • Audit • Compensation • NCG | ||||||||
| Eric Kaye Age: 60 | 2016 | ● | • Audit • Compensation* • NCG* | ||||||||
| Craig W. Packer Age: 56 | 2016 | • N/A | |||||||||
| Christopher M. Temple Age: 55 | 2016 | ● | • Audit* • Compensation • NCG | ||||||||
| Melissa Weiler Age: 58 | 2021 | ● | • Audit • Compensation • NCG | ||||||||
| Victor Woolridge Age: 66 | 2021 | ● | • Audit • Compensation • NCG | ||||||||
NCG = Nominating and institutional shareholders and previous equity holders and owners of Owl Rock and Dyal. The Owl Rock Principals and the principals of Dyal, as a group, will own (directly or indirectly) 100% of a class of common stock of Blue Owl that will represent, on a fully-diluted basis, 90% of the voting power of all of Blue Owl’s capital stock. Consequently, the Adviser, which will be an indirect subsidiary of Blue Owl, is expected to have new indirect controlling persons, resulting in a change of control of the Adviser (the “Adviser Change in Control”) and an assignment and subsequent termination of the Company’s current amended and restated investment advisory agreement, dated March 31, 2020 (including all amendments thereto, the “Existing Advisory Agreement”).
* = Committee Chairman 2*
| 2023 Proxy Statement | i |
PROXY STATEMENT
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING
| Q: | What is the date of the Annual Meeting and where will it be held? |
| A: | The annual meeting (the “Annual Meeting”) of shareholders of Owl Rock Capital Corporation, which is sometimes referred to in this proxy statement as “we”, “us”, “our”, or the “Company,” will be held on June 21, 2023 at 9:00 a.m., Eastern Time. The Annual Meeting will be a completely virtual meeting, which will be conducted via live webcast. You will be able to attend the Annual Meeting online and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/ORCC2023. |
| Q: | What will I be voting on at the Annual Meeting? |
| A: | At the Annual Meeting, shareholders will be asked to: |
| 1. | elect each of Eric Kaye and Victor Woolridge to the Board for three-year terms, each expiring at the 2026 annual meeting of shareholders and until their successors are duly elected and qualified; and |
| 2. | ratify the selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2023. |
| Q: | Who can vote at the Annual Meeting? |
| A: | Only shareholders of record as of the close of business March 24, 2023 (the “Record Date”) are entitled to notice of, and to vote at, the Annual Meeting and any postponements or adjournments thereof. |
| Q: | How many votes do I have? |
| A: | Shareholders are entitled to one vote for each share of the Company’s common stock, par value $0.01 per share held as of the Record Date. |
| Q: | How may I attend the meeting and vote? |
| A: | By voting virtually at the Annual Meeting. The Company will be hosting the Annual Meeting live via audio webcast. Any Shareholder can attend the Annual Meeting live online at www.virtualshareholdermeeting.com/ORCC2023. If you were a Shareholder as of the Record Date, or you hold a valid proxy for the Annual Meeting, you can vote at the Annual Meeting. A summary of the information you need to attend the Annual Meeting online is provided below: |
Instructions on how to attend and participate via the Internet, including how to demonstrate proof of stock ownership, are posted at
www.virtualshareholdermeeting.com/Assistance with questions regarding how to attend and participate via the Internet will be provided at
www.virtualshareholdermeeting.com/Webcast starts at 9:00 a.m., Eastern Time.
You will need your 16-Digit Control Number to enter the SpecialAnnual Meeting.
Shareholders may submit questions while attending the SpecialAnnual Meeting via the Internet.
| 2023 Proxy Statement | 1 |
To attend and participate in the SpecialAnnual Meeting, you will need the 16-digit control number includedlocated on your proxy card or on the instructions that accompanied your proxy materials.Notice of Internet Availability of Proxy Materials. If your shares are held in “street name,” you should contact your bank or broker to obtain your 16-digit control number or otherwise vote through the bank or broker. If you lose your 16-digit control number you may join the SpecialAnnual Meeting as a “Guest” but you will not be able to vote, ask questions or access the list of Shareholders as of the Record Date. The Company will have technicians ready to assist with any technical difficulties Shareholders may have accessing the virtual meeting website. If you encounter any difficulties accessing the virtual meeting website during the check-in or meeting time, please call the technical support number that will be posted on the SpecialAnnual Meeting login page.
7By Proxy through the Internet.
By Proxy through the Mail. When voting by proxy at any time before it is voted at the Special Meeting by:
indicate your instructions on the proxy card;
date and sign the proxy card;
mail the proxy card afterpromptly in the date ofenvelope provided, which requires no postage if mailed in the earlier submitted proxy;United States; and
allow sufficient time for the Company; or
| Q: | Does the Board recommend voting for each of the Proposals? |
| A: | Yes. The Board unanimously recommends that you vote “FOR” each of the proposals. |
| Q: | Why does the Board recommend voting FOR Proposal 1, the election of each of Messrs. Kaye and Woolridge? |
| A: | Mr. Kaye is currently the Chairman of the Nominating and Corporate Governance Committee and Compensation Committee and has served in that capacity since 2016. He is the founder of Kayezen, LLC, a physical therapy and fitness equipment design company. Prior to founding Kayezen, LLC, Mr. Kaye served as a Vice Chairman and Managing Director of UBS Investment Bank, and a member of the division’s Global Operating and U.S. Executive Committees, from June 2001 to May 2012. The Board believes Mr. Kaye’s numerous management positions and experiences in the middle market make him well qualified to serve on the Board. |
Mr. Woolridge has served on the Board since November 2021. Mr. Woolridge was formerly a Managing Director of Barings Real Estate Advisers, LLC, the real estate investment unit of Barings LLC, a global asset management firm. Mr. Woolridge most recently served as Head of the U.S. Capital Markets for Equity Real Estate Funds at Barings. The Board believes Mr. Woolridge’s numerous management positions and broad experiences in the asset management and financial services sector provide him with skills and valuable insight in handling complex financial transactions and issues, all of which make him well qualified to serve on the Board. |
Mr. Kaye has served the Company since its founding in 2016 and Mr. Woolridge has served on the Board since 2021. The Board believes this history and familiarity with the Owl Rock investment platform make Messrs. Kaye and Woolridge beneficial members of the Board. |
| Q: | Why does the Board recommend voting FOR Proposal 2, to ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm? |
| A: | KPMG LLP acted as the Company’s independent registered public accounting firm for the 2016-2022 fiscal years and has been appointed by the Board to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. The Board has submitted the selection of KPMG LLP to shareholders for ratification as a matter of good corporate governance. Although action by the shareholders on this matter is |
| 2 | 2023 Proxy Statement |
| not required, the Audit Committee and the Board believe it is appropriate to seek shareholder ratification of this selection in light of the role played by the independent registered public accounting firm in reporting on the Company’s consolidated financial statements. |
| 2023 Proxy Statement | 3 |
The Adviser will bear all costs of soliciting proxies for the Special Meeting.
All proxies will be voted in accordance with the instructions contained therein. Unless contrary instructions are specified, if a proxy is properly executed and received by the Company (and not revoked) prior to the SpecialAnnual Meeting, the shares of Common StockShares represented by the proxy will be voted (1)
Voting Rights
Holders of our common stock are entitled to one vote for each share of Common Stock held as of the Record Date.
The SpecialAnnual Meeting is being held for the following purposes:
| 1. | To elect two members of the Board to serve until the 2026 annual meeting of shareholders and until their successors are duly elected and qualified; and |
| 2. | To ratify the selection of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023. |
Quorum and AdjournmentRequired
A majority of the outstanding shares of Common StockShares must be present or represented by proxy at the SpecialAnnual Meeting in order to have a quorum. If you have properly voted by proxy via internet or mail, you will be considered part of the quorum. We will count “abstain” votes as present for the purpose of establishing a quorum for the transaction of business at the SpecialAnnual Meeting. The shares of Common Stock thatIf at any time Shares are present at the Special Meeting or represented by a proxyheld through brokers, we will be counted for quorum purposes. Abstentions will be treatedcount broker non-votes as shares present for quorum purposes. Ifthe purpose of establishing a Shareholder holds shares in a “street name” throughquorum. A broker non-vote occurs when a broker bank or other nominee andholding Shares for a beneficial owner votes on some matters on the proxy card, but not on others, because the broker does not provide votinghave instructions from the beneficial owner or discretionary authority (or declines to such broker, bank or other nomineeexercise discretionary authority) with respect to any of the proposals to be considered at the Special Meeting, such shares will not be treated as shares present for quorum purposes. If a beneficial owner provides voting instructions to its broker, bank orthose other nominee holding its shares of Common Stock on its behalf with respect to any of the proposals to be considered at the Special Meeting, the shares of Common Stock will be treated as present for quorum purposes. If a quorum is not present at the Special Meeting, the Chairman may adjourn the Special Meeting until a quorum is present.matters.
| 4 | 2023 Proxy Statement |
Vote Required
Proposal | Vote Required | Broker Allowed | Effect of Abstentions and Broker Non-Votes | |||
| Proposal 1—To elect two members of the Board to serve until the 2026 annual meeting of shareholders and until their successors are duly elected and qualified | Affirmative vote of a majority of the votes cast at the Annual Meeting in person (virtually) or by proxy. | No | Abstentions and broker non-votes will have no effect on the result of the vote. | |||
| Proposal 2—To ratify the selection of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023 | Affirmative vote of a majority of the votes cast at the Annual Meeting in person (virtually) or by proxy. | Yes | Abstentions and broker non-votes will have no effect on the result of the vote. |
You may vote “for” or “against,” or abstain from voting on Proposal
Voting
You may vote by proxy or virtuallyin person (virtually) at the SpecialAnnual Meeting in accordance with the instructions provided below.
Voting by Proxy
You also may authorize a proxy through the internet using the web address included on your proxy card.Notice of Internet Availability of Proxy Materials. Authorizing a proxy through the internet requires you to input the 16-digitcontrol number includedlocated on your proxy card.Notice of Internet Availability of Proxy Materials. After inputting the16-digit control number, you will be prompted to direct your proxy to vote on each proposal. You will have an opportunity to review your directions and make any necessary changes before submitting your directions and terminating the internet link. When voting by proxy and mailing your proxy card, you are required to:
indicate your instructions on the proxy card;
date and sign the proxy card;
mail the proxy card promptly in the envelope provided, which requires no postage if mailed in the United States; and
allow sufficient time for the proxy card to be received on or before 5:0011:59 p.m., Eastern Time, on March 16, 2021.June 20, 2023.
Voting at the SpecialAnnual Meeting
The Company will be hosting the SpecialAnnual Meeting live via audio webcast. Any Shareholder can attend the SpecialAnnual Meeting live online at
Instructions on how to attend and participate via the Internet, including how to demonstrate proof of stock ownership, are posted at
www.virtualshareholdermeeting.com/Assistance with questions regarding how to attend and participate via the Internet will be provided at
www.virtualshareholdermeeting.com/| 2023 Proxy Statement | 5 |
Webcast starts at 9:00 a.m., Eastern Time.
You will need your 16-Digit Control Number to enter the SpecialAnnual Meeting.
Shareholders may submit questions while attending the SpecialAnnual Meeting via the Internet.
To attend and participate in the SpecialAnnual Meeting, you will need the 16-digit control number includedlocated on your proxy card or on the instructions that accompanied your proxy materials.Notice of Internet Availability of Proxy Materials. If your shares are held in “street name,” you should contact your bank or broker to obtain your 16-digit control number or otherwise vote through the bank or broker. If you lose your 16-digit control number you may join the Special
Important notice regarding the availability of proxy materials for the Annual Meeting. The Company’s Proxy Statement, the proxy card, and the Company’s Annual Report are available at www.proxyvote.com. The Notice of Internet Availability of Proxy Materials contains instructions on how you can elect to receive a printed copy of the Proxy Statement and Annual Report.
Quorum and Adjournment
A quorum must be present at the Annual Meeting for any business to be conducted. The presence at the Annual Meeting, virtually or by proxy, of the holders of a majority of the shares of our common stock outstanding on the Record Date will constitute a quorum.
If a quorum is not present at the Annual Meeting, the chairperson of the Annual Meeting may adjourn the Annual Meeting until a quorum is present.
Proxies for the SpecialAnnual Meeting
The named proxies for the SpecialAnnual Meeting are Alan J. KirshenbaumNeena A. Reddy and Neena ReddyJonathan Lamm (or their duly authorized designees), who will follow submitted proxy voting instructions. They will vote as the Board recommends herein as to any submitted proxies that do not direct how to vote on any item, and will vote on any other matters properly presented at the SpecialAnnual Meeting in their judgment.
Expenses of Soliciting Proxies
The AdviserCompany will bear all costspay the expenses of soliciting proxies forto be voted at the Special Meeting. The Adviser may also reimburse brokers, nominees, fiduciariesAnnual Meeting, including the cost of preparing and other custodians their reasonable feesposting this Proxy Statement and expenses for sendingthe Annual Report to the internet, and the cost of mailing the Notice of Annual Meeting, the Notice of Internet Availability of Proxy Materials, and any requested proxy materials to beneficial owners and obtaining their instructions.the shareholders. The AdviserCompany has engaged Broadridge Financial Services,Solutions, Inc. (“Broadridge”), an independent proxy solicitation firm to assist in the distribution of the proxy materials, solicitation of proxies and tabulation of proxies. The cost of suchBroadridge’s services with respect to the Company is estimated to be approximately $25,000, which$34,000 plus reasonable out-of-pocket expenses. In addition, the Company has engaged the services of Alliance Advisors LLC (“Alliance”) for the purpose of assisting in the solicitation of proxies at an anticipated cost of approximately $3,000 plus reimbursement of certain out-of-pocket expenses and fees for additional services requested. Please note that Alliance and Broadridge may solicit stockholder proxies by telephone on behalf of the Company. They will not attempt to influence how you vote your shares, but only ask that you take the time to authorize your proxy. You may also be paid byasked if you would like to authorize your proxy over the Adviser.
Revocability of Proxies
A Shareholdershareholder may revoke any proxy that is not irrevocable by attending the SpecialAnnual Meeting and voting virtuallyin person (virtually) or by delivering a proxy in accordance with applicable law bearing a later date to the Secretary of the Company.
| 6 | 2023 Proxy Statement |
Record Date
You Have Questions
Record Date
The Board has fixed the close of business on March 24, 2023 as the Record Date for the determination of shareholders entitled to notice of, and to vote at, the Annual Meeting and adjournments or postponements thereof. As of the Record Date, there were 390,921,161 Shares outstanding.
Notice of Internet Availability of Proxy Materials
In accordance with regulations promulgated by the SEC, the Company has made this Proxy Statement, the Notice of Annual Meeting of Shareholders, and the Annual Report available to shareholders on the internet. Shareholders may (i) access and review the Company’s proxy materials, (ii) authorize their proxies, as described in “Voting,” and/or (iii) elect to receive future proxy materials by electronic delivery, via the internet address provided below.
This Proxy Statement, the Notice of Annual Meeting and the Annual Report are available at www.proxyvote.com.
Electronic Delivery of Proxy Materials
Pursuant to the rules adopted by the SEC, the Company furnishes proxy materials by email to those shareholders who have elected to receive their proxy materials electronically. While the Company encourages shareholders to take advantage of electronic delivery of proxy materials, which helps to reduce the environmental impact of annual meetings and the cost associated with the physical printing and mailing of materials, shareholders who have elected to receive proxy materials electronically by email, as well as beneficial owners of shares of the Company’s common stock held by a broker or custodian, may request a printed set of proxy materials. The Notice of Internet Availability of Proxy Materials contains instructions on how you can elect to receive a printed copy of the Proxy Statement and Annual Report.
| 2023 Proxy Statement | 7 |
13
Beneficial ownership is determined in accordance with the rules and regulations of the SEC. These rules generally provide that a person is the beneficial owner of securities if such person has or shares the power to vote or direct the voting thereof, or to dispose or direct the disposition thereof or has the right to acquire such powers within 60 days. The following table sets forth, as of the Record Date, the beneficial ownership according to information furnished to us by such persons or publicly available filings. Ownership information for those persons who beneficially own 5% or more of the outstanding shares of Common Stockour common stock is based upon filings by such persons with the SEC and other information obtained from such persons of each current director, the nominees for director, the Company’s executive officers, the executive officers and directors as a group, and each person known to us to beneficially own 5% or more of the outstanding shares of Common Stock.
The percentage ownership is based on 389,966,688390,921,161 shares of Common Stockour common stock outstanding as of the Record Date. To our knowledge, except as indicated in the footnotes to the table, each of the Shareholdersshareholders listed below has sole voting and/or investment power with respect to shares of Common Stockour common stock beneficially owned by such Shareholder.
| Name and Address | | | Number of Shares Owned | | | Percentage of Class Outstanding | | ||||||
| 5% Owners | | | | | | | | | | | | | |
| The Regents of the University of California(1) | | | | | 42,690,843 | | | | | | 10.95% | | |
| Interested Directors | | | | | | | | | | | | | |
| Douglas I. Ostrover(2) | | | | | 6,701,953 | | | | | | 1.72% | | |
| Craig W. Packer(3) | | | | | 290,849 | | | | | | * | | |
| Alan J. Kirshenbaum | | | | | 27,993 | | | | | | * | | |
| Independent Directors | | | | | | | | | | | | | |
| Brian Finn(4) | | | | | 41,751 | | | | | | * | | |
| Edward D’Alelio | | | | | — | | | | | | — | | |
| Eric Kaye(5) | | | | | 15,395 | | | | | | * | | |
| Christopher M. Temple | | | | | 15,664 | | | | | | * | | |
| Executive Officers | | | | | | | | | | | — | | |
| Karen Hager | | | | | — | | | | | | — | | |
| Bryan Cole | | | | | — | | | | | | — | | |
| Alexis Maged | | | | | 15,000 | | | | | | * | | |
| Neena Reddy | | | | | — | | | | | | — | | |
| All officers and directors as a group (11 persons)(6) | | | | | 7,108,605 | | | | | | 1.82% | | |
Name and Address | Number of Shares Owned | Percentage of Class Outstanding | ||||||
5% Owners | ||||||||
Regents of the University of California(1) | 27,024,369 | 7 | % | |||||
State of New Jersey Common Pension Fund E(2) | 22,751,338 | 6 | % | |||||
Interested Director | ||||||||
Craig W. Packer(3) | 290,849 | * | ||||||
Independent Directors | ||||||||
Edward D’Alelio | — | — | ||||||
Eric Kaye(4) | 15,395 | * | ||||||
Christopher M. Temple | 30,100 | * | ||||||
Melissa Weiler(5) | 28,000 | * | ||||||
Victor Woolridge | 11,655 | * | ||||||
Executive Officers | ||||||||
Bryan Cole | — | — | ||||||
Karen Hager | — | — | ||||||
Alan Kirshenbaum | 13,997 | * | ||||||
Jonathan Lamm | 1,000 | * | ||||||
Neena A. Reddy | — | — | ||||||
Matthew Swatt | 2,314 | * | ||||||
Shari Withem | — | — | ||||||
Jennifer McMillon | — | — | ||||||
All officers and directors as a group (14 persons)(6) | 393,310 | * | ||||||
| * | Less than 1% |
| (1) | The address of Regents of the University of California is 1111 Franklin Street, Oakland, CA 94607. |
| (2) | The address of the State of New Jersey Common Pension Fund E is 50 West State Street, 9th Floor, PO Box 290, Trenton, NJ 08625. |
| (3) | Includes 65,733 shares owned by Mr. Packer’s wife. |
| (4) | Shares are owned by Mr. Kaye’s wife. |
| (5) | Shares are held by The Weiler Family Living Trust. |
| (6) | The address for each of the directors and officers is c/o Owl Rock Capital Corporation, 399 Park Avenue, 37th Floor, New York, New York 10022. |
| 8 | 2023 Proxy Statement |
PROPOSAL 1: ELECTION OF DIRECTORS
At the Annual Meeting, shareholders of the Company are being asked to consider the election of two directors of the Company. Pursuant to the Company’s bylaws, the number of directors on the Board may not be fewer than the minimum number required by the Maryland General Corporation Law, or greater than eleven. Under the Company’s Articles of Amendment and Restatement (the “Charter”), the directors are divided into three classes. Each class of directors holds office for a three-year term. The Board currently consists of six directors who serve in the following classes: Class I (terms ending at the Annual Meeting) — Eric Kaye and Victor Woolridge; Class II (terms ending at the 2024 annual meeting of shareholders) — Christopher M. Temple and Melissa Weiler; and Class III (terms ending at the 2025 annual meeting of shareholders) — Edward D’Alelio and Craig W. Packer. See “Corporate Governance — The Board” beginning on page 20 for more information regarding the composition of the Board.
Eric Kaye and Victor Woolridge each has been nominated for election by the Board to serve a three-year term until the 2026 annual meeting of shareholders and until each of their successors are duly elected and qualified. Each director nominee has agreed to serve as a director if re-elected and has consented to being named as a nominee.
A shareholder can vote for, against or abstain from voting for any or all of the director nominees. In the absence of instructions to the contrary, it is the intention of the persons named as proxies to vote such proxy FOR the election of each of the director nominees named below. If any of the director nominees should decline or be unable to serve as a director, the persons named as proxies will vote for such other nominee as may be proposed by the Board’s Nominating and Corporate Governance Committee. The Board has no reason to believe that any of the persons named as director nominees will be unable or unwilling to serve.
Each director nominee shall be elected by a majority of all the votes cast at the Annual Meeting in person (virtually) or by proxy, provided that a quorum is present. Abstentions will not be included in determining the number of votes cast and, as a result, will not have any effect on the result of the vote with respect to the Director Proposal. There will be no cumulative voting with respect to Proposal 1.
Information about the Nominees and Directors
Set forth below is information, as of March 24, 2023, regarding Messrs. Kaye and Woolridge, who are being nominated for election as directors of the Company by the Company’s shareholders at the Annual Meeting, as well as information about the Company’s other current directors whose terms of office will continue after the Annual Meeting. Neither Mr. Kaye nor Mr. Woolridge is being proposed for election pursuant to any agreement or understanding between either Mr. Kaye or Mr. Woolridge, on the one hand, and the Company or any other person or entity, on the other hand. See “Corporate Governance — The Board” beginning on page 20 for more information regarding the composition of the Board.
The information below includes specific information about each director’s experience, qualifications, attributes or skills that led the Board to the conclusion that the individual is qualified to serve on the Board, in light of the Company’s business and structure, including the number of companies in the “Fund Complex” overseen by each director. “Fund Complex” includes the Company, Owl Rock Capital Corporation II (“ORCC II”), Owl Rock Capital Corporation III (“ORCC III”), Owl Rock Core Income Corp. (“ORCIC”), Owl Rock Technology Finance Corp. (“ORTF”), Owl Rock Technology Income Corp. (“ORTIC”) and Owl Rock Technology Finance Corp. II (“ORTF II” and together with the Company, ORCC II, ORCC III, ORCIC, ORTF and ORTIC, the “Owl Rock BDCs”). Each of the Owl Rock BDCs is advised by Owl Rock Capital Advisors LLC (the “Adviser”) or an affiliate of the Adviser.
There were no legal proceedings of the type described in Items 401(f)(7) and (8) of Regulation S-K in the past 10 years against any of our directors, director nominees or officers, and none are currently pending.
| 2023 Proxy Statement | 9 |
Class I Directors
Terms Expiring 2023:
Name, Address, and Age(1) | Position(s) held with the Company | Principal Occupation(s) During the Past 5 Years | Term of Office and Length of Time Served(2) | Number of Companies in Fund Complex(3) Overseen by Director | Other Directorships Held by Director or Nominee for Director | |||||
| Independent Directors | ||||||||||
Eric Kaye, 60 | Director | Founder of Kayezen, LLC | Class I Director since 2016; Term expires in 2023 | 7 | • ORCC II • ORCC III • ORTF • ORCIC • ORTIC • ORTF II | |||||
Victor Woolridge, 66 | Director | Managing Director, Barings Real Estate Advisers, LLC | Class I Director since 2021; Term expires in 2023 | 7 | • ORCC II • ORCC III • ORTF • ORCIC • ORTIC • ORTF II | |||||
| (1) | The address for each director is c/o Owl Rock Capital Corporation, 399 Park Avenue, 37th Floor, New York, New York 10022. |
| (2) | Directors serve for three-year terms and until their successors are duly elected and qualified. |
| (3) | The term “Fund Complex” refers to the Owl Rock BDCs. Directors and officers who oversee the funds in the Fund Complex are noted. |
| 10 | 2023 Proxy Statement |
Class I Director Biographies
Eric Kaye
Independent Director Age: 60 Director Since: 2016 Committees: • Audit • Compensation • NCG | Mr. Kaye is the founder of Kayezen, LLC, a physical therapy and fitness equipment design company. Prior to founding Kayezen, LLC, Mr. Kaye served as a Vice Chairman and Managing Director of UBS Investment Bank, and a member of the division’s Global Operating and U.S. Executive Committees, from June 2001 to May 2012. For the majority of Mr. Kaye’s tenure with UBS, he was a Managing Director and led the firm’s Exclusive Sales and Divestitures Group, where he focused on advising middle market companies. Prior to joining UBS, Mr. Kaye served as Global Co-Head of Mergers & Acquisitions for Robertson Stephens, an investment banking firm, from February 1998 to June 2001. Mr. Kaye joined Robertson Stephens from PaineWebber where he served as Executive Director and head of the firm’s Technology Mergers & Acquisitions team. Since March 2016 and November 2016 he has served on the boards of directors of the Company and ORCC II, respectively, since August 2018 he has served on the board of directors of ORTF, since February 2020 and September 2020 he has served on the boards of directors of ORCC III and ORCIC, respectively, and since August 2021 and November 2021 he has served on the boards of directors of ORTIC and ORTF II, respectively. Mr. Kaye holds a B.A. from Union College and an M.B.A. from Columbia Business School. The Company believes Mr. Kaye’s management positions and experiences in the middle market provide the Board with valuable insight. | |
Victor Woolridge | ||
 Independent Director Age: 66 Director Since: 2021 Committees: • Audit • Compensation • NCG | Mr. Woolridge was formerly a Managing Director of Barings Real Estate Advisers, LLC (“Barings”), the real estate investment unit of Barings LLC, a global asset management firm. Mr. Woolridge most recently served as Head of the U.S. Capital Markets for Equity Real Estate Funds at Barings. Mr. Woolridge previously served as Vice President and Managing Director and Head of Debt Capital Markets – Equities of Cornerstone Real Estate Advisers LLC (prior to its rebranding under the Barings name) (“Cornerstone”) from January 2013 to September 2016 and as Vice President Special Servicing from January 2010 to January 2013. Prior to joining Cornerstone, Mr. Woolridge served as a Managing Director of Babson Capital Management LLC (“Babson”) from January 2000 to January 2010. Prior to joining Babson, Mr. Woolridge served as Director of Loan Originations and Assistant Regional Director of MassMutual Financial Group from September 1982 to January 2000. Since 2009, Mr. Woolridge has served on the University of Massachusetts (UMass) Board of Trustees and has previously served as Chairman of the Board and as Chairman of the Board’s Committee on Administration and Finance. Mr. Woolridge has also served on the UMass Foundation’s investment committee and as a trustee for the University of Massachusetts Global since 2021. Since 2022, Mr. Woolridge has served as a director of Trumbull Property Income Fund and Fallon Health. Mr. Woolridge previously served on the Board of Trustees of Baystate Health from 2005 to 2016, which included service as Chairman of the Board and on the Board’s compensation, finance, governance and strategy committees. Mr. Woolridge holds a B.S. from the University of Massachusetts at Amherst and is a Certified Commercial Investment Member. Mr. Woolridge joined the boards of the Company, ORCC II, ORCC III, ORCIC, ORTF, ORTIC, and ORTF II in November 2021. The Company believes Mr. Woolridge’s numerous management positions and broad experiences in the financial services sector provide him with skills and valuable insight in handling complex financial transactions and issues, all of which make him well qualified to serve on the Board. | |
| 2023 Proxy Statement | 11 |
Incumbent Class II Directors
Terms Expiring 2024:
Name, Address, and Age(1) | Position(s) held with the Company | Principal Occupation(s) During the Past 5 Years | Term of Office and Length of Time Served(2) | Number of Companies in Fund Complex(3) Overseen by Director | Other Directorships Held by Director or Nominee for Director | |||||
| Independent Directors | ||||||||||
Christopher M. Temple, 55 | Director | President of DelTex Capital LLC | Class II Director since 2016; Term expires in 2024 | 7 | • ORCC II • ORCC III • ORTF • ORCIC • ORTIC • ORTF II • Plains All American Pipeline Company | |||||
Melissa Weiler, 58 | Director | Private Investor Managing Director and member of the Management Committee of Crescent Capital Group | Class II Director since 2021, Term expires in 2024 | 7 | • ORCC II • ORCC III • ORTF • ORCIC • ORTIC • ORTF II • Jefferies Financial Group, Inc. | |||||
| (1) | The address for each director is c/o Owl Rock Capital Corporation, 399 Park Avenue, 37th Floor, New York, New York 10022. |
| (2) | Directors serve for three-year terms and until their successors are duly elected and qualified. |
| (3) | The term “Fund Complex” refers to the Owl Rock BDCs. Directors and officers who oversee the funds in the Fund Complex are noted. |
| 12 | 2023 Proxy Statement |
Class II Director Biographies
Christopher M. Temple
Independent Director Age: 55 Director Since: 2016 Committees: • Audit • Compensation • NCG | Mr. Temple has served as President of DelTex Capital LLC (a private investment firm) since its founding in 2010. Mr. Temple has served as an Operating Executive/Senior Advisor for Tailwind Capital, LLC, a New York based middle market private equity firm since June 2011. Prior to forming DelTex Capital, Mr. Temple served as President of Vulcan Capital, the investment arm of Vulcan Inc., from May 2009 until December 2009 and as Vice President of Vulcan Capital from September 2008 to May 2009. Prior to joining Vulcan in September 2008, Mr. Temple served as a managing director at Tailwind Capital, LLC from May to August 2008. Prior to joining Tailwind, Mr. Temple was a managing director at Friend Skoler & Co., Inc. from May 2005 to May 2008. From April 1996 to December 2004, Mr. Temple was a managing director at Thayer Capital Partners. Mr. Temple started his career in the audit and tax departments of KPMG’s Houston office and was a licensed CPA from 1989 to 1993. Mr. Temple has served on the board of directors of Plains GP Holdings, L.P., the general partner of Plains All American Pipeline Company since November 2016 and has served as a member of the Plains GP Holdings, L.P. compensation committee since November 2020 and as a director of Plains All American Pipeline, L.P.’s (“PAA”) general partner from May 2009 to November 2016. He was a member of the PAA Audit Committee from 2009 to 2016. Prior public board service includes board and audit committee service for Clear Channel Outdoor Holdings from April 2011 to May 2016 and on the board and audit committee of Charter Communications Inc. from November 2009 through January 2011. In addition to public boards, as part of his role with Tailwind, Mr. Temple has served on private boards including Brawler Industries, and National HME and currently serves on the boards of Loenbro, Inc. and HMT, LLC. Since March 2016 and November 2016 he has served on the boards of directors of the Company and ORCC II, respectively, since August 2018 he has served on the board of directors of ORTF, since February 2020 and September 2020 he has served on the boards of directors of ORCC III and ORCIC, respectively, and since August 2021 and November 2021 he has served on the boards of directors of ORTIC and ORTF II, respectively. Mr. Temple holds a B.B.A., magna cum laude, from the University of Texas and an M.B.A. from Harvard. The Company believes Mr. Temple’s broad investment management background, together with his financial and accounting knowledge, brings important and valuable skills to the Board. | |
Melissa Weiler | ||
Independent Director Age: 58 Director Since: 2021 • Audit • Compensation • NCG | Ms. Weiler was formerly a Managing Director and a member of the Management Committee of Crescent Capital Group, a Los Angeles-based asset management firm (“Crescent”), where she served from January 2011 until she retired in December 2020. During that time, Ms. Weiler was responsible for the oversight of Crescent’s CLO management business from July 2017 through December 2020, and managed several multi-strategy credit funds from January 2011 through June 2017. During her tenure at Crescent, she also served on the Risk Management and Diversity & Inclusion committees. From October 1995 to December 2010, Ms. Weiler was a Managing Director at Trust Company of the West, a Los Angeles-based asset management firm (“TCW”). At TCW, she managed several multi-strategy credit funds from July 2006 to December 2010, and served as lead portfolio manager for TCW’s high-yield bond strategy from October 1995 to June 2006. She is a member of the Cedars-Sinai Board of Governors and is actively involved in 100 Women in Finance. Ms. Weiler has served on the board of directors of Jefferies Financial Group Inc. since July 2021. Ms. Weiler has served on the boards of directors of the Company, ORCC II, ORCC III, ORTF, and ORCIC since February 2021 and the boards of directors of ORTIC and ORTF II since August 2021 and November 2021, respectively. Ms. Weiler holds a B.S. in Economics from the Wharton School at the University of Pennsylvania. The Company believes Ms. Weiler’s broad investment management background, together with her financial and accounting knowledge, brings important and valuable skills to the Board. | |
| 2023 Proxy Statement | 13 |
Incumbent Class III Directors
Terms Expiring 2025:
Name, Address, and Age(1) | Position(s) held with the Company | Principal Occupation(s) During the Past 5 Years | Term of Office and Length of Time Served(2) | Number of Companies in Fund Complex(3) Overseen by Director | Other Directorships Held by Director or Nominee for Director | |||||
| Independent Directors | ||||||||||
Edward D’Alelio, 70 | Chairman of the Board, Director | Retired | Class III Director since 2016; Term expires in 2025 | 7 | • ORCC II • ORCC III • ORTF • ORCIC • ORTIC • ORTF II • Blackstone/GSO Long Short Credit Fund • Blackstone/GSO Sen. Flt Rate Fund | |||||
Interested Director(4) | ||||||||||
Craig W. Packer, 56 | Chief Executive Officer, President and Director | Co-Founder of Blue Owl Capital Inc. (“Blue Owl”) Co-Chief Investment Officer of each of the registered investment advisers comprising the Owl Rock division of Blue Owl (the “Owl Rock Advisers”) President and Chief Executive Officer of each of the Owl Rock BDCs | Class III Director since 2016; Term expires in 2025 | 7 | • ORCC II • ORCC III • ORTF • ORCIC • ORTIC • ORTF II • Blue Owl | |||||
| (1) | The address for each director is c/o Owl Rock Capital Corporation, 399 Park Avenue, 37th Floor, New York, New York 10022. |
| (2) | Directors serve for three-year terms and until their successors are duly elected and qualified. |
| (3) | The term “Fund Complex” refers to the Owl Rock BDCs. Directors and officers who oversee the funds in the Fund Complex are noted. |
| (4) | “Interested person” of the Company as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended (the “1940 Act”). Mr. Packer is an “interested person” because of his affiliation with the Adviser. |
| 14 | 2023 Proxy Statement |
Class III Director Biographies
| Edward D’Alelio | ||
 Chairman of the Board Independent Director Age: 70 Director Since: 2016 Committees: • Audit • Compensation • NCG | Mr. D’Alelio was formerly a Managing Director and CIO for Fixed Income at Putnam Investments, Boston, where he served from 1989 until he retired in 2002. While at Putnam, he served on the Investment Policy Committee, which was responsible for oversight of all investments. He also sat on various Committees including attribution and portfolio performance. Prior to joining Putnam, he was a portfolio manager at Keystone Investments and prior to that, he was an Investment Analyst at The Hartford Ins. Co. Since 2002, Mr. D’Alelio has served as an Executive in Residence at the University of Mass., Boston — School of Management. He is also chair of the investment committee of the UMass Foundation. He serves on the Advisory Committees of Ceres Farms. Since September 2009, Mr. D’Alelio has served as director of Vermont Farmstead Cheese. Since January 2008 he has served on the board of Blackstone/GSO Long Short Credit Fund & Blackstone/GSO Sen. Flt Rate Fund. Since March 2016 and November 2016, he has served on the boards of directors of the Company and ORCC II, respectively, since August 2018 he has served on the board of directors of ORTF since February 2020 and September 2020 he has served on the boards of directors of ORCC III and ORCIC, respectively, and since August 2021 and November 2021 he has served on the boards of directors of ORTIC and ORTF II, respectively. Mr. D’Alelio’s previous corporate board assignments include Archibald Candy, Doane Pet Care, Trump Entertainment Resorts and UMass Memorial Hospital. Mr. D’Alelio is a graduate of the Univ. of Mass Boston and has an M.B.A. from Boston University. The Company believes Mr. D’Alelio’s numerous management positions and broad experiences in the financial services sector provide him with skills and valuable insight in handling complex financial transactions and issues, all of which make him well qualified to serve on the Board. | |
| Craig W. Packer | ||
 Interested Director Age: 56 Director Since: 2016 Committees: • N/A | Mr. Packer is the President and Chief Executive Officer of the Owl Rock BDCs, the Co-Chief Investment Officer of each of the Owl Rock Advisers, is a member of the Investment Committees and member of the Executive Committees of each of the Owl Rock Advisers, and was a Co-Founder of Owl Rock Capital Partners. Mr. Packer is also a Co-Founder and Senior Managing Director of Blue Owl, a member of Blue Owl’s Executive Committee and a member of Blue Owl’s board of directors. In addition, Mr. Packer has served on the boards of directors of the Company and ORCC II since March 2016 and November 2016, respectively, on the board of directors of ORTF since August 2018, on the boards of directors of ORCC III and ORCIC since February 2020 and September 2020, respectively, and since August 2021 and November 2021 he has served on the boards of directors of ORTIC and ORTF II, respectively. Prior to co-founding Owl Rock, Mr. Packer was Co-Head of Leveraged Finance in the Americas at Goldman, Sachs & Co., where he served on the Firmwide Capital Committee, Investment Banking Division (“IBD”) Operating Committee, IBD Client and Business Standards Committee and the IBD Risk Committee. Mr. Packer joined Goldman, Sachs & Co. as a Managing Director and Head of High Yield Capital Markets in 2006 and was named partner in 2008. Prior to joining Goldman Sachs, Mr. Packer was the Global Head of High Yield Capital Markets at Credit Suisse First Boston, and before that he worked at Donaldson, Lufkin & Jenrette. Mr. Packer serves as Treasurer and member of the Board of Trustees of Greenwich Academy, and Co-Chair of the Honorary Board of Kids in Crisis, a nonprofit organization that serves children in Connecticut, and on the Board of the McIntire School of Commerce Foundation, University of Virginia. Mr. Packer earned a B.S. from the University of Virginia and an M.B.A. from Harvard Business School. The Company believes Mr. Packer’s depth of experience in corporate finance, capital markets and financial services gives the Board valuable industry-specific knowledge and expertise on these and other matters, and his history with the Company and the Adviser provide an important skillset and knowledge base to the Board. | |
| 2023 Proxy Statement | 15 |
Dollar Range of Equity Securities Beneficially Owned by Directors
The table below shows the dollar range of equity securities of the Company and the aggregate dollar range of equity securities of the Fund Complex that were beneficially owned by each director as of the Record Date stated as one of the following dollar ranges: None; $1-$10,000; $10,001- $50,000; $50,001-$100,000; or Over $100,000. For purposes of this Proxy Statement, the term “Fund Complex” is defined to include the Owl Rock BDCs.
Name of Director | Dollar Range of Equity Securities in Owl Rock Capital Corporation(1)(2) | Aggregate Dollar Range of Equity Securities in the Fund | ||||||||||||||
Interested Director | ||||||||||||||||
Craig W. Packer | over | $ | 100,000 | over | $ | 100,000 | ||||||||||
Independent Directors | ||||||||||||||||
Edward D’Alelio | None | over | $ | 100,000 | ||||||||||||
Eric Kaye | over | $ | 100,000 | over | $ | 100,000 | ||||||||||
Christopher M. Temple | over | $ | 100,000 | over | $ | 100,000 | ||||||||||
Melissa Weiler | over | $ | 100,000 | over | $ | 100,000 | ||||||||||
Victor Woolridge | over | $ | 100,000 | over | $ | 100,000 | ||||||||||
| (1) | Beneficial ownership has been determined in accordance with Rule 16a-1(a)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). |
| (2) | The dollar range of equity securities of the Company beneficially owned by directors of the Company, if applicable, is calculated by multiplying the closing price of the Company’s common stock on the Record Date on the New York Stock Exchange (“NYSE”), times the number of shares of the Company’s common stock beneficially owned. |
| (3) | The dollar range of equity securities in the Fund Complex beneficially owned by directors of the Company, if applicable, is the sum of (a) the product obtained by multiplying the current net asset value per share of ORCC II’s common stock by the number of shares of ORCC II’s common stock beneficially owned, (b) the product obtained by multiplying the current net asset value per share of ORCC III’s common stock by the number of shares of ORCC III’s common stock beneficially owned, (c) the product obtained by multiplying the current net asset value per share of ORTF ’s common stock by the number of shares of ORTF’s common stock beneficially owned, (d) the product obtained by multiplying the current net offering price of ORCIC’s common stock by the number of shares of ORCIC’s common stock beneficially owned, (e) the product obtained by multiplying the current net offering price of ORTIC’s common stock by the number of shares of ORTIC’s common stock beneficially owned, (f) the product obtained by multiplying the current net asset value per share of ORTF II’s common stock by the number of shares of ORTF II’s common stock beneficially owned and (g) the total dollar range of equity securities in the Company beneficially owned by the director. |
Information about Executive Officers Who Are Not Directors
The following sets forth certain information regarding the executive officers of the Company who are not directors of the Company.
Name | Age | Position | Officer Since | |||||||
Bryan Cole | 38 | Chief Accounting Officer | 2017 | |||||||
Karen Hager | 50 | Chief Compliance Officer | 2018 | |||||||
Alan Kirshenbaum | 51 | Executive Vice President(1) | 2016 | |||||||
Jonathan Lamm | 48 | Chief Operating Officer, Chief Financial Officer | 2021 | |||||||
Neena A. Reddy | 45 | Vice President, Secretary | 2019 | |||||||
Matthew Swatt | 34 | Co-Treasurer, Co-Controller | 2021 | |||||||
Shari Withem | 40 | Co-Treasurer, Co-Controller | 2021 | |||||||
Jennifer McMillon | 45 | Co-Treasurer, Co-Controller | 2022 | |||||||
| (1) | Mr. Kirshenbaum served as Chief Operating Officer and Chief Financial Officer of the Company from January 2016 to September 2021. Mr. Kirshenbaum has served as Executive Vice President of the Company since September 2021. |
| 16 | 2023 Proxy Statement |
The address for each of the Company’s executive officers is c/o Owl Rock Capital Corporation, 399 Park Avenue, 38th37th Floor, New York, New York 10022.
 | Mr. Cole is a Managing Director of Blue Owl and serves as the Chief Operating Officer and Chief Financial Officer of ORCC II, ORCC III, ORCIC and ORTIC, and as the Chief Accounting Officer and Co-Controller of the Company, ORTF and ORTF II. Prior to joining Owl Rock in January 2016, Mr. Cole was Assistant Controller of Business Development Corporation of America, a non-traded business development company, where he was responsible for overseeing the finance, accounting, financial reporting, operations and internal controls functions. Preceding that role, Mr. Cole worked within the Financial Services — Alternative Investments practice of PwC where he specialized in financial reporting, fair valuation of illiquid investments and structured products, internal controls and other technical accounting matters pertaining to alternative investment advisors, hedge funds, business development companies and private equity funds. Mr. Cole received a B.S. in Accounting from Fordham University and is a licensed Certified Public Accountant in New York. | |
 | Ms. Hager is a Managing Director of Blue Owl and also serves as the Chief Compliance Officer of each of the Owl Rock Advisers and each of the Owl Rock BDCs and Blue Owl, as well as Chief Compliance Officer of the SEC registered investment advisers affiliated with Blue Owl and a member of the firm’s Operating Committee. Prior to joining Owl Rock in March 2018, Ms. Hager was Chief Compliance Officer at Abbott Capital Management. Previous to Abbott, Ms. Hager worked as SVP, Director of Global Compliance and Chief Compliance Officer at The Permal Group, and as Director of Compliance at Dominick & Dominick Advisors LLC. Prior to joining Dominick & Dominick Advisors LLC, Ms. Hager was a Senior Securities Compliance Examiner/Staff Accountant at the US Securities and Exchange Commission. Ms. Hager received a B.S. in Accounting from Brooklyn College of the City University of New York. | |
 | Mr. Kirshenbaum is Executive Vice President of the Owl Rock BDCs, the Chief Financial Officer of Blue Owl and also serves as the Chief Operating Officer and Chief Financial Officer of the Owl Rock Advisers. Mr. Kirshenbaum has served on the board of directors of ORTIC and ORTF II since June 2021 and October 2021, respectively. Previously, Mr. Kirshenbaum served as Chief Operating Officer and Chief Financial Officer of the Company and ORTF, and as Chief Operating Officer of ORCC II, ORCC III and ORCIC. In addition, Mr. Kirshenbaum served on the boards of directors of the Company and ORCC II from 2015-2021, ORTF from 2018-2021, and ORCC III and ORCIC from 2020-2021. Prior to Owl Rock, Mr. Kirshenbaum was Chief Financial Officer of Sixth Street Specialty Lending, a business development company traded on the NYSE (TSLX). Mr. Kirshenbaum was responsible for building and overseeing TSLX’s finance, treasury, accounting and operations functions from August 2011 through October 2015, including during its initial public offering in March 2014. From 2011 to 2013, Mr. Kirshenbaum also was Chief Financial Officer of TPG Special Situations Partners. From 2007 to 2011, Mr. Kirshenbaum was the Chief Financial Officer of Natsource, a private investment firm and, prior to that, Managing Director, Chief Operating Officer and Chief Financial Officer of MainStay Investments. Mr. Kirshenbaum joined Bear Stearns Asset Management (“BSAM”) in 1999 and was BSAM’s Chief Financial Officer from 2003 to 2006. Before joining BSAM, Mr. Kirshenbaum worked in public accounting at KPMG and J.H. Cohn. Mr. Kirshenbaum is actively involved in a variety of non-profit organizations including the Boy Scouts of America and as trustee for the Jewish Federation of Greater MetroWest NJ. Mr. Kirshenbaum also is a member of the Rutgers University Dean’s Cabinet. Mr. Kirshenbaum received a B.S. from Rutgers University and an M.B.A. from New York University Stern School of Business. | |
| 2023 Proxy Statement | 17 |
 | Mr. Lamm is a Managing Director of Blue Owl, a Vice President of ORCC II, ORCC III, ORCIC and ORTIC, and the Chief Operating Officer and Chief Financial Officer of the Company, ORTF and ORTF II. Prior to joining Owl Rock, a division of Blue Owl, in April 2021, Mr. Lamm served as the Chief Financial Officer and Treasurer of Goldman Sachs BDC, Inc. (“GSBD”), a business development company traded on the New York Stock Exchange. Mr. Lamm was responsible for building and overseeing GSBD’s finance, treasury, accounting and operations functions from April 2013 through March 2021, including during its initial public offering in March 2015. During his time at Goldman Sachs, Mr. Lamm also served as Chief Financial Officer and Treasurer of Goldman Sachs Private Middle Market Credit LLC, Goldman Sachs Private Middle Market Credit II LLC and Goldman Sachs Middle Market Lending Corp. prior to the completion of its merger with GSBD in October 2020. Throughout his twenty-two years at Goldman Sachs, Mr. Lamm held various positions. From 2013 to 2021, Mr. Lamm served as Managing Director, Chief Operating Officer and Chief Financial Officer at GSAM Credit Alternatives. From 2007 to 2013, Mr. Lamm served as Vice President, Chief Operating Officer and Chief Financial Officer at GSAM Credit Alternatives. From 2005 to 2007, Mr. Lamm served as Vice President in the Financial Reporting group and, from 1999 to 2005, he served as a Product Controller. Prior to joining Goldman Sachs, Mr. Lamm worked in public accounting at Deloitte & Touche. | |
 | Ms. Reddy is a Managing Director, the General Counsel and Secretary of Blue Owl Capital Inc., Chief Legal Officer of all of Blue Owl’s registered investment advisers, including the Owl Rock Advisers and a member of the firm’s Executive Committee and Operating Committee. Ms. Reddy also serves as Vice President and Secretary of each of the Owl Rock BDCs. Prior to joining Owl Rock from June 2010 to April 2019, Ms. Reddy was associate general counsel at Goldman, Sachs & Co LLC, dedicated to Goldman Sachs Asset Management L.P., where she was responsible for GSAM managed direct alternative products, including private credit. Prior to GSAM, Ms. Reddy practiced as a corporate attorney at Boies Schiller & Flexner LLP and at Debevoise & Plimpton LLP. Prior to becoming an attorney, Ms. Reddy was a financial analyst in the private wealth division at Goldman, Sachs & Co. Ms. Reddy received a B.A. in English, magna cum laude, from Georgetown University and a J.D. from New York University School of Law. | |
 | Mr. Swatt is a Managing Director of Blue Owl and also serves as the Co-Chief Accounting Officer of ORCC II, ORCC III, ORCIC and ORTIC, and as the Co-Treasurer and Co-Controller of each of the Owl Rock BDCs. Prior to joining Owl Rock in May 2016, Mr. Swatt was an Assistant Controller at Guggenheim Partners in their Private Credit group, where he was responsible for the finance, accounting, and financial reporting functions. Preceding that role, Mr. Swatt worked within the Financial Services—Alternative Investments practice of PwC where he specialized in financial reporting, fair valuation of illiquid investments and structured products, internal controls and other technical accounting matters pertaining to alternative investment advisors, hedge funds, business development companies and private equity funds. Mr. Swatt received a B.S. in Accounting from the University of Maryland and is a licensed Certified Public Accountant in New York. | |
 | Ms. Withem is a Managing Director of Blue Owl and also serves as the Co-Chief Accounting Officer of ORCC II, ORCC III, ORCIC and ORTIC, and as the Co-Treasurer and Co-Controller of each of the Owl Rock BDCs. Prior to joining Owl Rock in March 2018, Ms. Withem was Vice President of Sixth Street Specialty Lending, Inc. (formerly TPG Specialty Lending, Inc.), a business development company traded on the NYSE (TSLX), where she was responsible for accounting, financial reporting, treasury and internal controls functions. Preceding that role, Ms. Withem worked for MCG Capital Corporation, a business development company formerly traded on the Nasdaq (MCGC) and Deloitte in the Audit and Assurance Practice. Ms. Withem received a B.S. in Accounting from James Madison University and is licensed as a Certified Public Accountant in Virginia. | |
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 | Ms. McMillon is a Managing Director of Blue Owl and also serves as the Co-Chief Accounting Officer of ORCC II, ORCC III, ORCIC and ORTIC, and as the Co-Treasurer and Co-Controller of each of the Owl Rock BDCs. Before joining Blue Owl, Ms. McMillon led the accounting department of Tiptree Inc. (TIPT), a national capital holding company, as the Vice President of Technical Accounting and External Reporting from 2017-2022. She was responsible for financial reporting, valuation/purchase accounting, and numerous internal control functions. From 2013-2017, Ms. McMillon served as the Regional Accounting & Reporting Director, Americas of Koch Industries/Georgia Pacific, from 2009- 2013 she served as an Accounting Manager at Oaktree Capital and Centerbridge Partners, and prior to that Ms. McMillon worked in public accounting for nearly ten years, spending most of this tenure at PricewaterhouseCoopers. Ms. McMillon earned her B.S. in Accounting from Florida State University and is a licensed Certified Public Accountant in New York. | |
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PROPOSAL 1: APPROVAL OF THE NEW ADVISORY AGREEMENTBoard Composition
The Board consists of six members. The Board is divided into three classes, with the members of each class serving staggered, three-year terms. The terms of the Company’s Class I directors will expire at the Annual Meeting; the terms of the Company’s Class II directors will expire at the 2024 annual meeting of shareholders; and vote onthe terms of the Company’s Class III directors will expire at the 2025 annual meeting of shareholders.
The Board believes that a proposal to approveclassified board of directors serves the New Advisory Agreement betweenbest interests of the Company and its shareholders by promoting the Adviser. Atcontinuity and stability of the Company and its business. A staggered election of directors means that over time the Company can ensure that, at any given time, at least a telephonic meetingmajority of the directors will have had prior experience on the Board. The Board also believes that classification may enhance the Company’s ability to attract and retain well-qualified directors who are able to commit the necessary time and resources to understand the Company, its business affairs and operations. The Board believes that the continuity and quality of leadership that results from a staggered Board enhances long-term planning and promotes the long-term value of the Company. Three-year terms provide the Company’s directors an appropriate amount of time to develop a deeper and more thorough understanding of the Company’s business, competitive environment and strategic goals. Experienced directors are better positioned to provide effective oversight and advice consistent with the best interests of the stockholders. Staggered terms for directors may also moderate the pace of change in the Board by extending the time required to elect a majority of directors from one to three annual meetings of shareholders.
Messrs. Kaye and Woolridge serve as Class I directors (with terms expiring at the Annual Meeting). Mr. Temple and Ms. Weiler serve as Class II directors (with terms expiring in 2024). Messrs. D’Alelio and Packer serve as Class III directors (with terms expiring in 2025).
Independent Directors
NYSE corporate governance rules require that listed companies have a board of directors consisting of a majority of independent directors, and the Company’s Charter requires that a majority of the Board held on December 17, 2020, the Board, including allconsist of the Company’s directors who are not “interested persons” of the Company, the Adviser, or any of their respective affiliates, as defined in the 1940 Act (“Independent Directors”), unanimously voted to approve the New Advisory Agreement, which agreement would become effective only upon consummation. On an annual basis, each member of the TransactionCompany’s Board is required to complete a questionnaire designed to provide information to assist the Board in determining whether the director is independent under NYSE corporate governance rules, the Exchange Act, the 1940 Act and the resultingCompany’s corporate governance guidelines. The Board limits membership on the Audit Committee, the Nominating and Corporate Governance Committee, and the Compensation Committee to Independent Directors.
Based on these independence standards and the recommendation of the Nominating Committee, after reviewing all relevant transactions and relationships between each director, or any of his family members, and the Company, the Adviser, Change in Control, subject toor of any of their respective affiliates, the approval of Shareholders, andBoard has determined that Messrs. Kaye, Temple, D’Alelio, and Woolridge and Ms. Weiler qualify as Independent Directors. Each director who serves on the New Advisory AgreementAudit Committee is an independent director for purposes of Rule 10A-3 under the Exchange Act.
Interested Directors
Mr. Packer is considered an “interested person” (as defined in the best interests1940 Act) of the Company and its Shareholders. The Board then recommended that Shareholders vote to approve the New Advisory Agreement.
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Meetings and Attendance The Board met sixteen times during 2022 and acted on various occasions by written consent. Each of the incumbent directors attended at least 75% of the aggregate number of Board meetings held during the period for which they were a director in 2022 and meetings of the committee(s) on which they served during 2022. |
Board Attendance at the Annual Meeting
The Company’s policy is to the termsencourage its directors to attend each annual meeting; however, such attendance is not required at this time. Four of the Existing Advisory AgreementCompany’s directors attended the 2022 annual meeting of shareholders.
Board Leadership Structure and the day-to-day management of the Adviser and the investment objectives and strategies of the Company will not change as a result of Adviser Change in Control orOversight Responsibilities
Overall responsibility for the Company’s entry intooversight rests with the New Advisory Agreement.Board. The New Advisory Agreement, attached as Appendix A to this proxy statement, is marked to show changes against the Existing Advisory Agreement.
The Board meets in person at regularly scheduled quarterly meetings each year. In addition, the two-year period afterBoard may act by unanimous written consent and hold special in-person or telephonic meetings or informal conference calls to discuss specific matters that may arise or require action between regular meetings.
As described below, the transaction whereby the investment adviser (or predecessorBoard has established an Audit Committee, a Nominating and Corporate Governance Committee (“Nominating Committee”) and a Compensation Committee, and may establish ad hoc committees or successor adviser), or any “interested person” of such an adviser, receives or is entitled to receive any compensation, directly or indirectly, from the investment company or its shareholders (other than fees for bona fide investment advisory or other services) or from any person in connection with the purchase or sale of securities or other property to, from or on behalf of the investment company (other than bona fide ordinary compensation as principal underwriter for the investment company).
The Board has appointed Edward D’Alelio, an Independent Director, to serve in the role of capital.
![[MISSING IMAGE: tm212431d1-tbl_quarterlybw.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-21-007945/tm212431d1-tbl_quarterlybw.jpg)
The Company is subject to a number of any of its duties or obligations under the New Advisory Agreement or otherwise as ourrisks, including investment, adviser (except to the extent specified in Section 36(b)compliance, operational and valuation risks, among others. Risk oversight forms part of the 1940 Act, concerning loss resulting from a breach of fiduciary duty (as the same is finally determined by judicial proceedings) with respect to the receipt of compensation for services).
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Communications with Directors
Shareholders vote “FOR” the New Advisory Agreement.
The Board has an Audit Committee, a Nominating and Corporate Governance Committee (“Nominating Committee”) and a Compensation Committee, and may form additional committees in the future. A brief description of each committee is included in this Proxy Statement and the charters of the Audit, Nominating and Compensation Committees can be accessed on the Company’s website at www.owlrockcapitalcorporation.com.
As of the date of this Proxy Statement, the members of each of the Board’s committees are as follows:
| Independent Director | Audit Committee | Nominating and Corporate Governance Committee | Compensation Committee | |||
Edward D’Alelio | ● | ● | ● | |||
Christopher M. Temple | ● | ● | ● | |||
Eric Kaye | ● | ● | ● | |||
Melissa Weiler | ● | ● | ● | |||
Victor Woolridge | ● | ● | ● | |||
● Chair
● Member
Audit Committee Governance, Responsibilities and Meetings
In accordance with its written charter adopted by the Board, the Audit Committee: (a) assists the Board’s oversight of the integrity of the Company’s financial statements, the independent registered public accounting firm’s qualifications and independence, the Company’s compliance with legal and regulatory requirements and the performance of the Company’s independent registered public accounting firm; (b) prepares an Audit Committee report, if required by the SEC, to be included in the Company’s annual proxy statement; (c) oversees the scope of the annual audit of the Company’s financial statements, the quality and objectivity of the Company’s financial statements, accounting and financial reporting policies and internal controls; (d) determines the selection, appointment, retention and termination of the Company’s independent registered public accounting firm, as well as approving the compensation thereof; (e) pre-approves all audit and non-audit services provided to the Company and certain other persons by such independent registered public accounting firm; and (f) acts as a liaison between the Company’s independent registered public accounting firm and the Board. |
The Audit Committee had eight formal meetings in 2022.
The Board has determined that Christopher M. Temple is an “audit committee financial expert” as that term is defined under Item 407 of Regulation S-K of the Exchange Act, and otherwise satisfies the sophistication requirements of NYSE Rule 303A.07.
The current charter of the Audit Committee is available on the Company’s website at www.owlrockcapitalcorporation.com.
Each member of the Audit Committee simultaneously serves on the audit committees of three or more public companies, and the Board has determined that each member’s simultaneous service on the audit committees of other public companies does not impair such member’s ability to effectively serve on the Audit Committee.
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Nominating Committee Governance, Responsibilities and Meetings
In accordance with its written charter adopted by the Board, the Nominating Committee:
| (a) | recommends to the Board persons to be nominated by the Board for election at the Company’s meetings of the Company’s shareholders, special or annual, if any, or to fill any vacancy on the Board that may arise between shareholder meetings; |
| (b) | makes recommendations with regard to the tenure of the directors; |
| (c) | is responsible for overseeing an annual evaluation of the Board and its committee structure to determine whether the structure is operating effectively; and |
| (d) | recommends to the Board the compensation to be paid to the Independent Directors. |
The Nominating Committee will consider for nomination to the Board candidates submitted by the Company’s shareholders or from other sources it deems appropriate.
The Nominating Committee had four formal meetings in 2022. The current charter of the Nominating Committee is available on the Company’s website at www.owlrockcapitalcorporation.com.
Nomination for election as a director may be made by, or at the direction of, the Nominating Committee or by shareholders in compliance with the procedures set forth in the Company’s bylaws.
Shareholder proposals or director nominations to be presented at the 2021 annual meeting of shareholders, other than shareholder proposals submitted pursuant to Rule 14a-8 under the SEC’s Rule 14a-8,Exchange Act, must be submitted in accordance with the advance notice procedures and other requirements set forth in ourthe Company’s bylaws. These requirements are separate from the requirements discussed abovebelow to have the shareholder nomination or other proposal included in ourthe Company’s proxy statement and form of proxy/voting instruction card pursuant to the SEC’s rules.
The Company’s bylaws require that athe proposal or recommendation for director nominationsnomination must have beenbe delivered to, or mailed and received at, the principal executive offices of the Company not earlier than November 18, 2020, the 150th day prior to the one-yearone year anniversary of the date of the Company’s proxy statement for the preceding year’s annual meeting, and not later than December 18, 2020, the 120th day prior to the first anniversary of the date of the proxy statement for the preceding year’s annual meeting. If the date of the annual meeting ishas changed by more than 30 days from the first anniversary of the date of the preceding year’s annual meeting, shareholder proposals or director nominations must be so received not earlier than the 150th day prior to the date of such annual meeting and not later than the later of the 120th day prior to the date of such annual meeting or the tenth day following the day on which public announcement of the date of such meeting is first made. The Company believes that this deadline is reasonable, as it affords sufficient time to print and send the proxy materials associated with annual meetings of shareholders.
In evaluating director nominees, the Nominating Committee considers, among others, the following factors:
whether the individual possesses high standards of character and integrity, relevant experience, a willingness to ask hard questions and the ability to work well with others;
whether the individual is free of conflicts of interest that would violate applicable law or regulation or interfere with the proper performance of the responsibilities of a director;
whether the individual is willing and able to devote sufficient time to the affairs of the Company and be diligent in fulfilling the responsibilities of a director and Board Committee member;
whether the individual has the capacity and desire to represent the balanced, best interests of the shareholder as a whole and not a special interest group or constituency; and
whether the individual possesses the skills, experiences (such as current business experience or other such current involvement in public service, academia or scientific communities), particular areas of expertise, particular backgrounds, and other characteristics that will help ensure the effectiveness of the Board and Board committees.
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The Nominating Committee’s goal is to assemble a board that brings to the Company a variety of perspectives and skills derived from high-quality business and professional experience.
Other than the foregoing, there are no stated minimum criteria for director nominees, although the Nominating Committee also may consider other factors as they may deem are in the best interests of the Company and its shareholders. The Board also believes it appropriate for certain key members of the Company’s management to participate as members of the Board.
The Nominating Committee identifies nominees by first evaluating the current members of the Board willing to continue in service. Current members of the Board with skills and experience that are relevant to the Company’s business and who are willing to continue in service are considered for re-nomination. If any member of the Board does not wish to continue in service or if the Nominating Committee decides not to re-nominate a member for re-election, the Nominating Committee will identify the desired skills and experience of a new nominee in light of the criteria above. The members of the Board are polled for suggestions as to individuals meeting the aforementioned criteria. Research may also be performed to identify qualified individuals. To date, the Company has not engaged third parties to identify or evaluate or assist in identifying potential nominees, although the Company reserves the right in the future to retain a third-party search firm, if necessary.
The Board has not adopted a formal policy with regard to the consideration of diversity in identifying director nominees. In determining whether to recommend a director nominee, the Nominating Committee considers and discusses diversity, among other factors, with a view toward the needs of the Board as a whole. The Board generally conceptualizes diversity expansively to include, without limitation, concepts such as race, gender, national origin, differences of viewpoint, professional experience, education, skill and other qualities that contribute to the Board, when identifying and recommending director nominees. The Board believes that the inclusion of diversity as one of many factors considered in selecting director nominees is consistent with the Board’s goal of creating a Board that best serves the needs of the Company and the interests of its shareholders.
Compensation Committee Governance, Responsibilities and Meetings
In accordance with its written charter adopted by the Board, the Compensation Committee:
| (a) | determines, or recommends to the Board for determination, the compensation, if any, of the Company’s Chief Executive Officer and all other executive officers; |
| (b) | assists the Board with matters related to compensation generally, except with respect to the compensation of the directors; and |
| (c) | may delegate its authority to subcommittees or the Chair of the Compensation Committee when it deems appropriate and in the best interests of the Company. |
As none of the Company’s executive officers are currently compensated by the Company, the Compensation Committee will not produce and/or review a report on executive compensation practices. The Compensation Committee had one formal meeting in 2022. The current charter of the Compensation Committee is available on the Company’s website at www.owlrockcapitalcorporation.com.
Compensation Committee Interlocks and Insider Participation
No member of the Compensation Committee is a current or former officer of the Company. No member of the Compensation Committee (i) has had any relationship with the Company requiring disclosure under Item 404 of Regulation S-K under the Exchange Act, or (ii) is an executive officer of another entity, at which one of our executive officers serves on the Board.
Section 16(a) Beneficial Ownership Reporting Compliance
Pursuant to Section 16(a) of the Exchange Act, the Company’s directors and executive officers, and any persons holding more than 10% of its shares, are required to report their beneficial ownership and any changes therein to the SEC and
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the Company. Specific due dates for those reports have been established, and the Company is required to report herein any failure to file such reports by those due dates. Based on the Company’s review of Forms 3, 4, and 5 filed by such persons and information provided by the Company’s directors and officers, the Company believes that during the fiscal year ended December 31, 2022, all Section 16(a) filing requirements applicable to such persons were timely filed except for one Form 4 filing for Victor Woolridge which was filed late due to an administrative error.
The Company has adopted a Code of Business Conduct which applies to the Company’s executive officers, including its Chief Executive Officer and Chief Financial Officer, as well as every officer, director and employee of the Company. The Company’s Code of Business Conduct can be accessed on the Company’s website at www.owlrockcapitalcorporation.com.
There have been no material changes to the Company’s corporate code of ethics or material waivers of the code that apply to the Company’s Chief Executive Officer or Chief Financial Officer. If the Company makes any substantive amendment to, or grants a waiver from, a provision of its Code of Business Conduct, the Company will promptly disclose the nature of the amendment or waiver on its website at www.owlrockcapitalcorporation.com as well as file a Form 8-K with the Securities and Exchange Commission.
Hedging, Speculative Trading, and Pledging of Securities
The Board has adopted, as part of the Company’s insider trading policy, prohibitions against directors and officers of the Company and any director, officer or employee of the Company’s investment advisor or administrator buying or selling puts or calls or other derivative securities based on the Company’s securities (other than derivative securities issued by the Company, such as convertible notes). In addition, such persons are prohibited from (i) short-selling the Company’s securities or entering into hedging or monetization transactions or similar arrangements with respect to the Company’s securities, and (ii) pledging the Company’s securities in a margin account or as collateral for a loan.
Corporate Governance Guidelines
The Company has adopted corporate governance guidelines which are available on its website at www.owlrockcapitalcorporation.com.
Our and the Adviser’s corporate sustainability efforts seek to deliver positive outcomes for our investors and the communities in which we operate. Our Board receives annual updates on the Adviser’s strategy and initiatives, including ESG-related matters.
We and the Adviser recognize the importance of ESG risks and opportunities and are committed to the consideration of these factors in relation to our bylaws, no matters may properly be brought beforebusiness operations and investment activities. Blue Owl is a signatory to the Special Meeting, except as specifiedUnited Nations Principles for Responsible Investment (“PRI”) and incorporates core principles based on PRI standards into its ESG Policy. This policy applies to all asset classes, industries and countries in which Blue Owl does business and the funds it manages.
The Adviser believes that incorporating ESG factors into our corporate and investment practices has the potential to meaningfully contribute to our long-term financial success. The Adviser strives to continuously strengthen its ability to mitigate, manage, and monitor relevant ESG risks and opportunities within our investment portfolios. When the Adviser makes investments, it strives to analyze a wide array of considerations, risks, and potential rewards related to the prospective investment. This could include, but is not limited to, considering business-relevant ESG risks such as: regulatory, tax, governance, occupational health and safety, labor standards, geopolitical risk, etc. Further, the Adviser seeks to ensure compliance with applicable regulatory disclosure requirements, including ESG-related disclosure obligations.
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Diversity, Equity and Inclusion
We and the Adviser are committed to fostering and preserving a culture of diversity, equity and inclusion. The Adviser prizes diversity in its team and seek to create an inclusive, merit-based environment that is supportive of people from all backgrounds. Blue Owl has formalized its approach by adopting a formal DEI Policy.
To further foster an inclusive culture, Blue Owl seeks to continue to establish relevant and appropriate employee resource groups. In 2022, it established The Parliament, a network for women with a mission to support, enhance, and advance the experience of women at Blue Owl and to enhance gender equity across the firm. Blue Owl has hosted events for The Parliament to highlight women leaders in the Noticefinancial industry, provide connection and promote mental health. Blue Owl also works with select partners on DEI initiatives, including Black Women in Asset Management, 100 Women in Finance and The Opportunity Network. Blue Owl’s signature partnership with The Opportunity Network launched a summer internship program for college students from backgrounds that are often underrepresented in the finance industry. This program includes training for both supervisors and interns, professional development sessions, networking opportunities and mentorship. In addition, Blue Owl has conducted DEI-related training on implicit bias for all of its employees.
Blue Owl seeks to engage with its stakeholders to support the causes most important to its communities. Blue Owl takes its role as a corporate citizen seriously and aims to leverage its resources for social good by contributing to meaningful causes and by partnering with various organizations to support the communities in which it operates and resides. Blue Owl encourages and facilitates opportunities for staff to give back to its communities, including through financial support and in-kind donations of its employees’ time. In 2022, Blue Owl expanded its tradition of holiday giving to a global campaign across eight offices, partnering with local organizations to help children and families in need.
Executive officers hold their office until their successors have been duly elected and qualified, or until the earlier of their resignation or removal.
Compensation Discussion and Analysis
The Company does not currently have any employees and does not expect to have any employees. Services necessary for the Company’s business are provided by individuals who are employees of the Special MeetingAdviser or its affiliates, pursuant to the terms of Shareholders.
None of the Company’s executive officers will receive direct compensation from us. The Company will reimburse the Adviser the allocable portion of the compensation paid by the Adviser (or its affiliates) to the Company’s Chief Compliance Officer and Chief Financial Officer and their respective staffs (based on the percentage of time such individuals devote, on an estimated basis, to the Company’s business and affairs, and as otherwise set forth in the Administration Agreement). Members of the Adviser’s investment committee (the “Investment Committee”), through their financial interests in the Adviser, are entitled to a portion of the profits earned by the Adviser, which includes any fees payable to the Adviser under the terms of the Investment Advisory Agreement, less expenses incurred by the Adviser in performing its services under the Investment Advisory Agreement.
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No compensation is expected to be paid to the Company’s directors who are “interested persons,” as such term is defined in Section 2(a)(19) of the 1940 Act. The Company’s directors who do not you expectalso serve in an executive officer capacity for the Company or the Adviser are entitled to attendreceive annual cash retainer fees, fees for participating in in-person board and committee meetings and annual fees for serving as a committee chairperson. These directors are Edward D’Alelio, Christopher M. Temple, Eric Kaye, Melissa Weiler and Victor Woolridge. Through December 31, 2022, the Special Meeting, please complete, date, signCompany paid each Independent Director the following amounts for serving as a director:
| Annual Committee Chair Cash Retainer | ||||||||||
Annual Cash Retainer | Board Meeting Fee | Chair of the Board | Audit | Nominating and | Committee Meeting Fee | |||||
$150,000 | $2,500 | $25,000 | $15,000 | $5,000 | $1,000 | |||||
The Company also reimburses each of the directors for all reasonable and promptlyauthorized business expenses in accordance with the Company’s policies as in effect from time to time, including reimbursement of reasonable out-of-pocket expenses incurred in connection with attending each board meeting and each committee meeting not held concurrently with a board meeting.
The table below sets forth the compensation received by each Independent Director from the Company and the Fund Complex for service during the fiscal year ended December 31, 2022:
Name | Fees Earned and Paid in Cash by the Company | Total Compensation from the Company | Total Compensation from the Fund Complex(1)(2) | |||||||||||||||||||||
Edward D’Alelio | $ | 225,500 | $ | 225,500 | $ | 1,533,749 | ||||||||||||||||||
Christopher M. Temple | $ | 220,500 | $ | 220,500 | $ | 1,504,587 | ||||||||||||||||||
Eric Kaye | $ | 205,500 | $ | 205,500 | $ | 1,417,984 | ||||||||||||||||||
Brian Finn(3) | $ | 31,753 | $ | 31,753 | $ | 202,067 | ||||||||||||||||||
Melissa Weiler | $ | 203,000 | $ | 203,000 | $ | 1,382,115 | ||||||||||||||||||
Victor Woolridge | $ | 205,500 | $ | 205,500 | $ | 1,394,615 | ||||||||||||||||||
| (1) | “Fund Complex” includes the Owl Rock BDCs. |
| (2) | Total compensation received from the Fund Complex by each director is comprised of the following: |
Name | ORCC | ORCC II | ORCC III | ORCIC | ORTF | ORTF II | ORTIC | |||||||||||||||||||||||||||||||||||||||||||||||||
Edward D’Alelio | $ | 225,500 | $ | 242,500 | $ | 240,000 | $ | 224,500 | $ | 219,500 | $ | 218,500 | $ | 163,249 | ||||||||||||||||||||||||||||||||||||||||||
Christopher M. Temple | $ | 220,500 | $ | 240,000 | $ | 232,500 | $ | 219,500 | $ | 214,500 | $ | 213,500 | $ | 164,087 | ||||||||||||||||||||||||||||||||||||||||||
Eric Kaye | $ | 205,500 | $ | 235,000 | $ | 217,500 | $ | 204,500 | $ | 199,500 | $ | 196,897 | $ | 159,087 | ||||||||||||||||||||||||||||||||||||||||||
Brian Finn(3) | $ | 31,753 | $ | 35,253 | $ | 35,253 | $ | 30,753 | $ | 30,753 | $ | 29,753 | $ | 8,551 | ||||||||||||||||||||||||||||||||||||||||||
Melissa Weiler | $ | 203,000 | $ | 220,000 | $ | 217,500 | $ | 202,000 | $ | 197,000 | $ | 196,000 | $ | 146,615 | ||||||||||||||||||||||||||||||||||||||||||
Victor Woolridge | $ | 205,500 | $ | 220,000 | $ | 217,500 | $ | 204,500 | $ | 199,500 | $ | 198,500 | $ | 149,115 | ||||||||||||||||||||||||||||||||||||||||||
| (3) | Mr. Finn retired from the Board on February 23, 2022. |
| 2023 Proxy Statement | 27 |
On March 22, 2023, members of the Board approved a proposal that modifies the compensation to be paid to Independent Directors to be based on the amount of the Company’s net assets as follows:
Net Asset Value | Annual Cash Retainer | Chair of the Board | Chair of Audit | Chair of Committee | ||||||||||||||||||||||||||||
$0 to < $2.5 Billion | $ | 150,000 | $ | 15,000 | $ | 10,000 | $ | 5,000 | ||||||||||||||||||||||||
$2.5 Billion to < $5 Billion | $ | 175,000 | $ | 15,000 | $ | 10,000 | $ | 5,000 | ||||||||||||||||||||||||
$5 Billion to < $10 Billion | $ | 200,000 | $ | 15,000 | $ | 10,000 | $ | 5,000 | ||||||||||||||||||||||||
≥ $10 Billion | $ | 250,000 | $ | 15,000 | $ | 10,000 | $ | 5,000 | ||||||||||||||||||||||||
Under the modified compensation structure, which became effective as of January 1, 2023, the Independent Directors will receive no additional compensation for attending Board meetings or Committee meetings.
Compensation of the Investment Adviser
The Company pays the Adviser an investment advisory fee for its services under the Investment Advisory Agreement consisting of two components: a management fee (the “Management Fee”) and an incentive fee (the “Incentive Fee”). The cost of both the Management Fee and the Incentive Fee ultimately will be borne by the Company’s shareholders.
The Management Fee is payable quarterly in arrears. The Management Fee is payable at an annual rate of (x) 1.5% of the Company’s average gross assets excluding cash and cash equivalents but including assets purchased with borrowed amounts, that is above an asset coverage ratio of 200% calculated in accordance with Sections 18 and 61 of the 1940 Act and (y) 1.00% of the Company’s average gross assets (excluding cash and cash equivalents, but including assets purchased with borrowed amounts) that is below an asset coverage ratio of 200% calculated in accordance with Sections 18 and 61 of the 1940 Act, in each case at the end of the two most recently completed calendar quarters payable quarterly in arrears. The Management Fee for any partial month or quarter, as the case may be, will be appropriately prorated and adjusted for any share issuances or repurchases during the relevant calendar months or quarters, as the case may be. For purposes of the Investment Advisory Agreement, gross assets means the Company’s total assets determined on a consolidated basis in accordance with generally accepted accounting principles in the United States, excluding cash and cash equivalents, but including assets purchased with borrowed amounts.
Pursuant to the Investment Advisory Agreement, the Adviser is entitled to an Incentive Fee which consists of two components that are independent of each other, with the result that one component may be payable even if the other is not. A portion of the Incentive Fee is based on the Company’s income and a portion is based on the Company’s capital gains, each as described below. The portion of the Incentive Fee based on income is determined and paid quarterly in arrears commencing with the first calendar quarter following July 18, 2019 (the “Listing Date”), and equals 100% of the pre-Incentive Fee net investment income in excess of a 1.5% quarterly “hurdle rate,” until the Adviser has received 17.5% of the total pre-Incentive Fee net investment income for that calendar quarter and, for pre-Incentive Fee net investment income in excess of 1.82% quarterly, 17.5% of all remaining pre-Incentive Fee net investment income for that calendar quarter. The 100% “catch-up” provision for pre-Incentive Fee net investment income in excess of the 1.5% “hurdle rate” is intended to provide the Adviser with an incentive fee of 17.5% on all pre-Incentive Fee net investment income when that amount equals 1.82% in a calendar quarter (7.27% annualized), which is the rate at which catch-up is achieved. Once the “hurdle rate” is reached and catch-up is achieved, 17.5% of any pre-Incentive Fee net investment income in excess of 1.82% in any calendar quarter is payable to the Adviser.
Pre-Incentive Fee net investment income means dividends (including reinvested dividends), interest and fee income accrued by the Company during the calendar quarter, minus operating expenses for the calendar quarter (including the Management Fee, expenses payable under the Administration Agreement, as discussed below, and any interest expense and dividends paid on any issued and outstanding preferred stock, but excluding the Incentive Fee). Pre-Incentive Fee net investment income includes, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with pay-in-kind interest (“PIK”) and zero coupon securities), accrued income that the Company may not have received in cash. The Adviser is not obligated to return the accompanying proxy cardIncentive Fee it receives on PIK interest that is later determined to be uncollectible in cash. Pre-Incentive Fee net investment income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation.
| 28 | 2023 Proxy Statement |
To determine whether pre-Incentive Fee net investment income exceeds the hurdle rate, pre-Incentive Fee net investment income is expressed as a rate of return on the value of the Company’s net assets at the end of the immediately preceding calendar quarter commencing with the first calendar quarter following the Listing Date. Because of the structure of the Incentive Fee, it is possible that the Company may pay an Incentive Fee in a calendar quarter in which the Company incurs a loss. For example, if the Company receives pre-Incentive Fee net investment income in excess of the quarterly hurdle rate, the Company will pay the applicable Incentive Fee even if the Company has incurred a loss in that calendar quarter due to realized and unrealized capital losses. In addition, because the quarterly hurdle rate is calculated based on the Company’s net assets, decreases in the Company’s net assets due to realized or unrealized capital losses in any given calendar quarter may increase the likelihood that the hurdle rate is reached and therefore the likelihood of the Company paying an Incentive Fee for that calendar quarter. The Company’s net investment income used to calculate this component of the Incentive Fee is also included in the amount of the Company’s gross assets used to calculate the Management Fee because gross assets are total assets (including cash received) before deducting liabilities (such as declared dividend payments).
The following is a graphical representation of the calculation of the income-related portion of the incentive fee:
Quarterly Subordinated Incentive Fee on
Pre-Incentive Fee Net Investment Income
(expressed as a percentage of the value of net assets)
The second component of the Incentive Fee, the Capital Gains Incentive Fee, payable at the end of each calendar year in arrears, equals 17.5% of cumulative realized capital gains from the Listing Date to the end of each calendar year, less cumulative realized capital losses and unrealized capital depreciation from the Listing Date to the end of each calendar year. Each year, the fee paid for the Capital Gains Incentive Fee is net of the aggregate amount of any previously paid Capital Gains Incentive Fee for prior periods. The Company will accrue, but will not pay, a Capital Gains Incentive Fee with respect to unrealized appreciation because a Capital Gains Incentive Fee would be owed to the Adviser if the Company were to sell the relevant investment and realize a capital gain. For the sole purpose of calculating the Capital Gains Incentive Fee, the cost basis as of the Listing Date for all of the Company’s investments made prior to the Listing Date will be equal to the fair market value of such investments as of the last day of the quarter in which the Listing Date occurred; provided, however, that in no event will the Capital Gains Fee payable pursuant to the Investment Advisory Agreement be in excess of the amount permitted by the Advisers Act, including Section 205 thereof.
The fees that are payable under the Investment Advisory Agreement for any partial period will be appropriately prorated.
Certain Relationships and Related Party Transactions
The Company has entered into both the Investment Advisory Agreement and the Administration Agreement with the Adviser. The Adviser is registered with the U.S. Securities and Exchange Commission as an investment adviser under the Investment Advisers Act of 1940, as amended, an indirect subsidiary of Blue Owl and part of Owl Rock, a division of Blue Owl focused on direct lending. Blue Owl consists of three divisions: (1) Owl Rock, which focuses on direct lending, (2) Dyal, which focuses on providing capital to institutional alternative asset managers and (3) Oak Street, which focuses on real estate strategies.
Pursuant to the Investment Advisory Agreement, the Company will pay the Adviser a base management fee and an incentive fee. See “Corporate Governance — Compensation of the Investment Adviser” for a description of how the fees
| 2023 Proxy Statement | 29 |
payable to the Adviser will be determined. Pursuant to the Administration Agreement, the Company will reimburse the Adviser for expenses necessary to perform services related to the Company’s administration and operations. In addition, the Adviser or its affiliates may engage in certain origination activities and receive attendant arrangement, structuring or similar fees from portfolio companies.
The Company’s executive officers, certain of the Company’s directors and certain other finance professionals of Blue Owl also serve as executives of the Owl Rock Advisers and officers and directors of the Company and certain professionals of Blue Owl and the Adviser are officers of Blue Owl Securities LLC. In addition, the Company’s executive officers and directors and the members of the Adviser and members of the Investment Committee serve or may serve as officers, directors or principals of entities that operate in the same, or a related, line of business as the Company does including serving on their respective investment committees and/or on the investment committees of investments funds, accounts or other investment vehicles managed by the Company’s affiliates. These investment funds, accounts or other investment vehicles may have investment objectives similar to the Company’s investment objectives.
At times, the Company may compete with other entities managed by the Adviser as well as entities managed by the other Owl Rock Advisers and affiliates of Blue Owl, including the other Owl Rock BDCs and funds managed by the Adviser or its affiliates comprising Owl Rock (together with the Company, the “Owl Rock Clients”) and the private funds managed by Dyal (the “Dyal Clients”) and the accounts managed by Oak Street (the “Oak Street Clients” and together with the Owl Rock Clients and the Dyal Clients, the “Blue Owl Clients”), for capital and investment opportunities. As a result, the Company may not be given the opportunity to participate or participate fully in certain investments made by the Blue Owl Clients. This can create a potential conflict when allocating investment opportunities among the Company and such other Blue Owl Clients. An investment opportunity that is suitable for multiple clients of the Adviser and its affiliates may not be capable of being shared among some or all of such clients and affiliates due to the limited scale of the opportunity or other factors, including regulatory restrictions imposed by the 1940 Act. However, in order for the Adviser and its affiliates to fulfill their fiduciary duties to each of their clients, the Owl Rock Advisers have put in place an investment allocation policy that seeks to ensure the fair and equitable allocation of investment opportunities over time between the Owl Rock Clients and other funds managed by the Adviser and its affiliates and addresses the co-investment restrictions set forth under the 1940 Act.
Allocation of Investment Opportunities
The Owl Rock Advisers intend to allocate investment opportunities in a manner that is fair and equitable over time and is consistent with its investment allocation policy, so that youno client of the Adviser or its affiliates is disadvantaged in relation to any other client of the Adviser or its affiliates, taking into account such factors as the relative amounts of capital available for new investments, cash on hand, existing commitments and reserves, the investment programs and portfolio positions of the participating investment accounts, the clients for which participation is appropriate, targeted leverage level, targeted asset mix and any other factors deemed appropriate. The Owl Rock Advisers intend to allocate common expenses among the Company and other clients of the Adviser and its affiliates in a manner that is fair and equitable over time or in such other manner as may be required by applicable law or the Investment Advisory Agreement. Fees and expenses generated in connection with potential portfolio investments that are not consummated will be allocated in a manner that is fair and equitable over time and in accordance with policies adopted by the Owl Rock Advisers and the Investment Advisory Agreement.
The Owl Rock Advisers have put in place an investment allocation policy that seeks to ensure the equitable allocation of investment opportunities over time between the Owl Rock Clients and other funds managed by the Adviser and its affiliates and addresses the co-investment restrictions set forth under the 1940 Act. When the Company engages in co-investments as permitted by the exemptive relief described below, the Company will do so in a manner consistent with the Owl Rock Advisers’ investment allocation policy.
In situations where co-investment with other entities managed by the Adviser or its affiliates is not permitted or appropriate, such as when there is an opportunity to invest in different securities of the same issuer, a
committee comprised of certain executive officers of the Owl Rock Advisers (including executive officers of the Adviser) along with other officers and employees, will need to decide whether the Company or such other entity or entities will proceed with the investment. The allocation committee will make these determinations based on the Owl Rock Advisers’ allocation policy, which generally requires that such opportunities be offered to eligible accounts in a manner that will be fair and equitable over time.
| 30 | 2023 Proxy Statement |
As a result of the exemptive relief, there could be significant overlap in the Company’s investment portfolio and the investment portfolio of other funds managed by Owl Rock that could avail themselves of the exemptive relief and that have an investment objective similar to the Company’s.
The Owl Rock Advisers’ investment allocation policy is designed to manage the potential conflicts of interest between the Adviser’s fiduciary obligations to the Company and its or its affiliates’ similar fiduciary obligations to other clients, including the Owl Rock Clients, however, there can be no assurance that the Owl Rock Advisers’ efforts to allocate any particular investment opportunity fairly among all clients for whom such opportunity is appropriate will result in an allocation of all or part of such opportunity to the Company. Not all conflicts of interest can be expected to be resolved in the Company’s favor.
The allocation of investment opportunities among the Company and any of the other investment funds sponsored or accounts managed by the Adviser or its affiliates may not always, and often will not, be proportional. In general, pursuant to the Owl Rock Advisers’ investment allocation policy, the process for making an allocation determination includes an assessment as to whether a particular investment opportunity (including any follow-on investment in, or disposition from, an existing portfolio company held by the Company or another investment fund or account) is suitable for the Company or another investment fund or account including the Owl Rock Clients. In making this assessment, the Owl Rock Advisers may consider a variety of factors, including, without limitation: the investment objectives, guidelines and strategies applicable to the investment fund or account; the nature of the investment, including its risk-return profile and expected holding period; portfolio diversification and concentration concerns; the liquidity needs of the investment fund or account; the ability of the investment fund or account to accommodate structural, timing and other aspects of the investment process; the life cycle of the investment fund or account; legal, tax and regulatory requirements and restrictions, including, as applicable, compliance with the 1940 Act (including requirements and restrictions pertaining to co-investment opportunities discussed below); compliance with existing agreements of the investment fund or account; the available capital of the investment fund or account; diversification requirements for BDCs or regulated investment companies; the gross asset value and net asset value of the investment fund or account; the current and targeted leverage levels for the investment fund or account; and portfolio construction considerations. The relevance of each of these criteria will vary from investment opportunity to investment opportunity. In circumstances where the investment objectives of multiple investment funds or accounts regularly overlap, while the specific facts and circumstances of each allocation decision will be determinative, the Owl Rock Advisers may afford prior decisions precedential value.
Pursuant to the Owl Rock Advisers’ investment allocation policy, if through the foregoing analysis, it is determined that an investment opportunity is appropriate for multiple investment funds or accounts, the Owl Rock Advisers generally will determine the appropriate size of the opportunity for each such investment fund or account. If an investment opportunity falls within the mandate of two or more investment funds or accounts, and there are no restrictions on such funds or accounts investing with each other, then each investment fund or account will receive the amount of the investment that it is seeking, as determined based on the criteria set forth above.
Certain allocations may be more advantageous to the Company relative to one or all of the other investment funds, or vice versa. While the Owl Rock Advisers will seek to allocate investment opportunities in a way that it believes in good faith is fair and equitable over time, there can be no assurance that the Company’s actual allocation of an investment opportunity, if any, or terms on which the allocation is made, will be as favorable as they would be if the conflicts of interest to which the Adviser may be subject did not exist.
Co-Investment Opportunities
As a BDC, the Company is subject to certain regulatory restrictions in negotiating certain investments with entities with which the Company may be restricted from doing so under the 1940 Act, such as the Adviser and its affiliates, unless it obtains an exemptive order from the SEC.
The Company, the Adviser and certain of the Company’s affiliates have been granted an Order for exemptive relief (the “Order”) by the SEC to co-invest with other funds managed by the Adviser or certain affiliates in a manner consistent with the Company’s investment objective, positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent factors. Pursuant to the Order, the Company generally is permitted to co-invest with certain of its affiliates if a “required majority” (as defined in Section 57(o) of the 1940 Act) of the Independent Directors make certain conclusions in connection with a co-investment transaction, including that (1) the terms of the transaction, including the consideration to be paid, are reasonable and fair to the Company and its shareholders and
| 2023 Proxy Statement | 31 |
do not involve overreaching of the Company or its shareholders on the part of any person concerned, (2) the transaction is consistent with the interests of the Company’s shareholders and is consistent with the Company’s investment objective and strategies, (3) the investment by the Company’s affiliates would not disadvantage the Company, and the Company’s participation would not be on a basis different from or less advantageous than that on which the Company’s affiliates are investing, and (4) the proposed investment by the Company would not benefit the Adviser or its affiliates or any affiliated person of any of them (other than the parties to the transaction), except to the extent permitted by the exemptive relief and applicable law, including the limitations set forth in Section 57(k) of the 1940 Act. In addition, the Company has received an amendment to its Order to permit it to participate in follow-on investments in its existing portfolio companies with certain affiliates that are private funds if such private funds did not have an investment in such existing portfolio company. The Owl Rock Advisers’ investment allocation policy seeks to ensure equitable allocation of investment opportunities between the Company, and the other funds managed by the Adviser and its affiliates. See “Certain Relationships and Related Party Transactions.”
Review, Approval or Ratification of Transactions with Related Persons
The Audit Committee is required to review and approve any transactions with related persons (as such term is defined in Item 404 of Regulation S-K).
The Company has entered into a license agreement (the “License Agreement”), pursuant to which an affiliate of Blue Owl has granted the Company a non-exclusive license to use the name “Owl Rock.” Under the License Agreement, the Company has a right to use the Owl Rock name for so long as the Adviser or one of its affiliates remains the Company’s investment adviser. Other than with respect to this limited license, the Company has no legal right to the “Owl Rock” name or logo.
Material Non-Public Information
The Company’s senior management, members of the Investment Committee and other investment professionals from the Adviser may serve as directors of, or in a similar capacity with, companies in which the Company invests or in which the Company is considering making an investment. Through these and other relationships with a company, these individuals may obtain material non-public information that might restrict the Company’s ability to buy or sell the securities of such company under the policies of the company or applicable law.
The affirmative vote of the majority of votes cast on the proposal will determine the outcome of the proposal. For the proposal, “abstain” votes and broker non-votes, if any, will count as shares represented at the Special Meeting.
25
| 32 | 2023 Proxy Statement |
KPMG LLP, New York, New York, has been appointed by the Board to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. KPMG LLP acted as the Company’s independent registered public accounting firm for the fiscal years ended December 31, 2016, December 31, 2017, December 31, 2018, December 31, 2019, December 31, 2020, December 31, 2021, and December 31, 2022. The Company knows of no direct financial or material indirect financial interest of KPMG LLP in the Company. A representative of KPMG LLP will be available to answer questions during the Annual Meeting and will have an opportunity to make a statement if he or she desires to do so.
Although action by the shareholders on this matter is not required, the Audit Committee and the Board believes it is appropriate to seek shareholder ratification of this selection in light of the role played by the independent registered public accounting firm in reporting on the Company’s consolidated financial statements. If a quorum is present at the Annual Meeting and the appointment of KPMG LLP as independent registered public accounting firm for the fiscal year ending December 31, 2023 is not ratified by the shareholders, the adverse vote will be considered by the Audit Committee in determining whether to appoint KPMG LLP as the Company’s independent registered public accounting firm for the succeeding fiscal year.
Set forth in the table below are audit fees, audit-related fees, tax fees and all other fees billed to the Company by KPMG LLP for professional services performed for the fiscal years ended December 31, 2021 and December 31, 2022:
For the Fiscal Year ended December 31, 2022 | For the Fiscal Year ended December 31, 2021 | |||||||
Audit Fees(1) | $ | 1,249,500 | $ | 1,292,000 | ||||
Audit-Related Fees(2) | — | — | ||||||
Tax Fees(3) | $ | 252,860 | 252,540 | |||||
All Other Fees(4) | — | — | ||||||
|
|
|
| |||||
Total Fees | $ | 1,502,360 | $ | 1,544,540 | ||||
|
|
|
| |||||
| (1) | “Audit Fees” are fees billed for professional services rendered for the audit of the Company’s annual financial statements and review of interim financial statements or services that are normally provided by KPMG LLP in connection with statutory and regulatory filings or engagements. |
| (2) | “Audit-Related Fees” are fees billed for assurance and related services by KPMG LLP that are reasonably related to the performance of the audit or review of the Company’s financial statements that are not reported under “Audit Fees.” |
| (3) | “Tax Fees” are fees billed for services rendered by KPMG for tax compliance, tax advice, and tax planning. These services include assistance regarding federal, state and international tax compliance, customs and duties and international tax planning. |
| (4) | “All Other Fees” are fees billed for services other then those stated above. |
Pre-Approval Policies and Procedures
The Audit Committee has established a pre-approval policy that describes the permitted audit, audit-related, tax and other services to be provided by KPMG LLP. Pursuant to the policy, the Audit Committee pre-approves the audit and non-audit services performed by the independent auditor in order to assure that the provision of such services does not impair the auditor’s independence.
Any requests for audit, audit-related, tax and other services that have not received general pre-approval must be submitted to the Audit Committee for specific pre-approval in accordance with its pre-approval policy, irrespective of the amount, and cannot commence until such approval has been granted. Normally, pre-approval is provided at regularly scheduled meetings of the Audit Committee. However, the Audit Committee may delegate pre-approval authority to one or more of its members. The member or members to whom such authority is delegated must report any pre-approval decisions to the Audit Committee at its next scheduled meeting. The Audit Committee does not delegate its responsibilities to pre-approve services performed by KPMG LLP to management.
| 2023 Proxy Statement | 33 |
As part of its oversight of the Company’s financial statements, the Audit Committee reviewed and discussed with both management and KPMG LLP, the Company’s independent registered public accounting firm, the Company’s consolidated financial statements as of and for the year ended December 31, 2022, as filed with the SEC as part of the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2022. Management advised the Audit Committee that all financial statements were prepared in accordance with U.S. generally accepted accounting principles, and reviewed significant accounting issues with the Audit Committee. The Audit Committee also discussed with KPMG LLP the matters required to be discussed by Public Company Accounting Oversight Board Auditing Standard No. 16, Communications with Audit Committees, as amended, and by the Auditing Standards Board of the American Institute of Certified Public Accountants.
The Audit Committee has established a pre-approval policy that describes the permitted audit, audit-related, tax and other services to be provided by KPMG LLP. Pursuant to the policy, the Audit Committee pre-approves the audit and non-audit services performed by the independent auditor in order to assure that the provision of such services does not impair the auditor’s independence.
Any requests for audit, audit-related, tax and other services that have not received general pre-approval must be submitted to the Audit Committee for specific pre-approval in accordance with its pre-approval policy, irrespective of the amount, and cannot commence until such approval has been granted. Normally, pre-approval is provided at regularly scheduled meetings of the Audit Committee. However, the Audit Committee may delegate pre-approval authority to one or more of its members. The member or members to whom such authority is delegated must report any pre-approval decisions to the Audit Committee at its next scheduled meeting. The Audit Committee does not delegate its responsibilities to pre-approve services performed by KPMG LLP to management.
The Audit Committee received and reviewed the written disclosures and the letter from KPMG LLP required by applicable requirements of the Public Company Accounting Oversight Board regarding KPMG LLP’s communications with the Audit Committee concerning independence, and has discussed with KPMG LLP its independence. The Audit Committee has reviewed the audit fees paid by the Company to KPMG LLP. It also has reviewed non-audit services and fees to assure compliance with the Company’s and the Audit Committee’s policies restricting KPMG LLP from performing services that might impair its independence.
Based on the reviews and discussions referred to above, the Audit Committee recommended to the Board that the audited consolidated financial statements of the Company as of and for the year ended December 31, 2022 be included in the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2022 for filing with the SEC. The Audit Committee also recommended the appointment of KPMG LLP to serve as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2023.
Audit Committee Members:
Christopher M. Temple, Chairman
Edward D’Alelio
Eric Kaye
Melissa Weiler
Victor Woolridge
The material in this Audit Committee report is not “soliciting material,” is not deemed “filed” with the SEC, and is not to be incorporated by reference into any filing of the Company under the Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.
| 34 | 2023 Proxy Statement |
The affirmative vote of the majority of votes cast on the proposal will determine the outcome of the proposal. For the proposal, “abstain” votes and broker non-votes, if any, will count as shares represented at the meeting for purpose of establishing a quorum but will have no effect on the outcome of the vote.
THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY FOR THE FISCAL YEAR ENDING
DECEMBER 31, 2023.
| 2023 Proxy Statement | 35 |
The Board is not aware of any matters that will be presented for action at the Annual Meeting other than the matters set forth herein. Should any other matters requiring a vote of shareholders arise, it is intended that the proxies that do not contain specific instructions to the contrary will be voted in accordance with the judgment of the persons named in the enclosed form of proxy.
SUBMISSION OF SHAREHOLDER PROPOSALS
Inclusion of Proposals in Our Proxy Statement and Proxy Card Under the SEC’s Rules
The Company expects that the 2024 annual meeting of shareholders will be held in June 2024, but the exact date, time and location of such meeting have yet to be determined. Any proposal of a shareholder intended to be included in our proxy statement and form of proxy/voting instruction card for the 2024 annual meeting of shareholders pursuant to Rule 14a-8 under the Exchange Act must be received by us on or before November 30, 2023. Such proposals must also comply with the requirements as to form and substance established by the SEC if such proposals are to be included in the proxy statement and form of proxy. All proposals should be addressed to the Neena A. Reddy, Secretary, Owl Rock Capital Corporation, 399 Park Avenue, 37th Floor, New York, New York 10022.
Shareholder proposals or director nominations to be presented at the 2024 annual meeting of shareholders, other than shareholder proposals submitted pursuant to Rule 14a-8 under the Exchange Act, must be submitted in accordance with the advance notice procedures and other requirements set forth in our bylaws. These requirements are separate from the requirements discussed above to have the shareholder nomination or other proposal included in our proxy statement and form of proxy/voting instruction card pursuant to the SEC’s rules.
Our bylaws require that the proposal or recommendation for director nominations must be delivered to, or mailed and received at, the principal executive offices of the Company not earlier than October 31, 2023, the 150th day prior to the one year anniversary of the date of the Company’s proxy statement for the preceding year’s annual meeting, and not later than November 30, 2023, the 120th day prior to the first anniversary of the date of the proxy statement for the preceding year’s annual meeting. If the date of the annual meeting has changed by more than 30 days from the first anniversary of the date of the preceding year’s annual meeting, shareholder proposals or director nominations must be so received not earlier than the 150th day prior to the date of such annual meeting and not later than the later of the 120th day prior to the date of such annual meeting or the tenth day following the day on which public announcement of the date of such meeting is first made.
Mailings for multiple Shareholdersshareholders going to a single household are combined by delivering to that address, in a single envelope, a copy of the documents (prospectuses, proxy statements, etc.) or other communications for all Shareholdersshareholders who have consented or are deemed to have consented to receiving such communications in such manner in accordance with the rules promulgated by the SEC. If you do not want to continue to receive combined mailings of Company communications and would prefer to receive separate mailings of Company communications, please contact Neena A. Reddy by telephone at (212) 419-3000 or by mail to Owl Rock Capital Corporation, 399 Park Avenue, 38th37th Floor, New York, New York 10022.
Copies of the Company’s Annual Reportsannual reports on Form 10-K, Quarterly Reports quarterly reports on Form 10-Q and Current Reportscurrent reports on Form 8-K are available at the Company’s website at www.owlrockcapitalcorporation.com(www.owlrockcapitalcorporation.com) or Owl Rock’s website at www.owlrock.com or
| 36 | 2023 Proxy Statement |
PLEASE VOTE PROMPTLY BY SIGNING AND DATING THE ENCLOSED PROXY CARD AND RETURNING IT IN THE ACCOMPANYING POSTAGE PAID RETURN ENVELOPE, OR BY FOLLOWING THE INSTRUCTIONS PRINTED ON THE PROXY CARD, OR BY FOLLOWING THE INSTRUCTIONS PRINTED ON THE NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS, WHICH PROVIDES INSTRUCTIONS FOR AUTHORIZING A PROXY THROUGH THE INTERNET OR BY TELEPHONE.INTERNET. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES.
| 2023 Proxy Statement | 37 |
OWL ROCK CAPITAL CORPORATION
![[MISSING IMAGE: tm212431d3-pc_01proxybw.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-21-007945/tm212431d3-pc_01proxybw.jpg)
399 PARK AVE, 38TH FLOORNEW YORK, 37TH FLOOR
NEW YORK, 10022SCAN TOVIEW MATERIALS & NY 10022
VOTE wVOTE BY INTERNET - www.proxyvote.com or scan the QR Barcode aboveUseabove
Use the Internet to transmit your voting instructions and for electronic deliveryofdelivery of information up until 11:59 p.m. Eastern Time on March 16, 2021.June 20, 2023. Follow theinstructionsthe instructions to obtain your records and to create an electronic voting instruction form.Duringform.
During The Meeting - Go to www.virtualshareholdermeeting.com/ORCC2021SMYouORCC2023
You may attend the meeting via the Internet and vote during the meeting. HavetheHave the information that is printed in the box marked by the arrow available andfollowand follow the instructions.VOTEinstructions.
VOTE BY PHONE - 1-800-690-6903Use1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions up until11:until 11:59 p.m. Eastern Time on March 16, 2021.June 20, 2023. Have your proxy card in hand whenyouwhen you call and then follow the instructions.VOTEinstructions.
VOTE BY MAILMark,MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelopeweenvelope we have provided or return before 5:00 p.m. Eastern Time on March 16, 2021toJune 20, 2023 to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: D30080-S15592
D96066-P86884 KEEP THIS PORTION FOR YOUR RECORDS
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DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY OWL ROCK CAPITAL CORPORATION The Board unanimously recommends that you vote “FOR” the approval of (i) the New Advisory Agreement and (ii) the Adjournment Proposal. For Against Abstain 1. To approve the Company’s entry into an amended and restated investment advisory agreement (the “New Advisory Agreement”) between the Companyand Owl Rock Capital Advisors LLC (the “Adviser”), pursuant to which the Adviser will continue to provide investment advisory and management servicesto the Company following the change in control of the Adviser with no changes to terms, as more fully described in the accompanying proxy statement(the “New Advisory Agreement Proposal”); and2. To approve the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time ofthe Special Meeting to approve the New Advisory Agreement Proposal (the “Adjournment Proposal”). Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor,administrator, or other fiduciary, please give full title as such. Joint owners should each signpersonally. All holders must sign. If a corporation or partnership, please sign in full corporateor partnership name by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
OWL ROCK CAPITAL CORPORATION | ||||||||||||||||
| The Board of Directors recommends you vote FOR the following: | ||||||||||||||||
1. To elect each of Eric Kaye and Victor Woolridge to the board of directors of Owl Rock Capital Corporation | ||||||||||||||||
(the "Company") for three-year terms, each expiring at the 2026 annual meeting of shareholders and until their successors are duly elected and qualified; and | For | Against | Abstain | |||||||||||||
Nominees: | ||||||||||||||||
1a. Eric Kaye | ☐ | ☐ | ☐ | |||||||||||||
1b. Victor Woolridge | ☐ | ☐ | ☐ | |||||||||||||
| The Board of Directors recommends you vote FOR proposal 2. | For | Against | Abstain | |||||||||||||
2. To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. | ☐ | ☐ | ☐ | |||||||||||||
| IF THE PROXY IS SIGNED, SUBMITTED, AND NO SPECIFICATION IS MADE, THE PROXY SHALL BE VOTED FOR THE PROPOSALS. | ||||||||||||||||
| Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. | ||||||||||||||||
| Signature [PLEASE SIGN WITHIN BOX] | Date | Signature (Joint Owners) | Date | |||||||||
![[MISSING IMAGE: tm212431d3-pc_02proxybw.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-21-007945/tm212431d3-pc_02proxybw.jpg)
YOUR VOTE IS VERY IMPORTANT!
Your immediate response will help avoid potential delays and may save the CompanysignificantCompany
significant additional expenses associated with soliciting Shareholder votes.D30081-S15592OWL ROCK CAPITAL CORPORATIONSpecial Meetingvotes.
Important Notice Regarding the Availability of ShareholdersMarch 17, 2021Proxy Materials for the Annual Meeting:
The Notice and Proxy Statement and Form 10-K are available at www.proxyvote.com.
NOTICE IS HEREBY GIVEN THAT the annual meeting of shareholders (the “Annual Meeting”) of Owl Rock Capital Corporation, a Maryland corporation (the “Company”), will be held on June 21, 2023 at 9:00 a.m. Eastern TimeThisTime. The Annual Meeting will be a completely virtual meeting, which will be conducted via live webcast. You will be able to attend the Annual Meeting online and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/ORCC2023.
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D96067-P86884
OWL ROCK CAPITAL CORPORATION
Annual Meeting of Shareholders
June 21, 2023 9:00 A.M. Eastern Time
This proxy is solicited by the Board of DirectorsTheDirectors
The undersigned shareholder of Owl Rock Capital Corporation hereby appoints Alan J. Kirshenbaum and Neena A. Reddy and eachJonathan Lamm, or either of them, as proxies for the undersigned, with full power of substitution in eacheither of them, to attend the Special2023 Annual Meeting of Shareholders of Owl Rock Capital Corporation to be held on March 17, 2021June 21, 2023 at 9:00 a.m.A.M. Eastern Time, virtually atwww.virtualshareholdermeeting.com/ORCC2021SM,at www.virtualshareholdermeeting.com/ORCC2023, and any and all adjournments and postponements thereof, with all power possessed by the undersigned as if personally present and to vote in their discretion on such other matters as may properly come before the meeting. The undersigned hereby acknowledges receipt of the Notice of SpecialAnnual Meeting of Shareholders, and the accompanying Proxy Statement, and Annual Report on Form 10-K for the year ended 2022, and revokes any proxy heretofore given with respect to such meeting.Thismeeting.
This proxy is solicited on behalf of the Owl Rock Capital Corporation board of directors. In their discretion, the proxies are authorized to vote upon such other business as may properly come before the Special2023 Annual Meeting of Shareholders or any adjournments or postponements thereof in accordance with the recommendation of the board of directors or, in the absence of such a recommendation, in their discretion, including, but not limited to, matters incident to the conduct of the meeting or a motion to adjourn or postpone the meeting to another time and/or place for the purpose of soliciting additional proxies for any or all of the proposals referenced herein.Ifherein.
If you sign, date, and return this proxy, it will be voted as directed or, if no direction is indicated, will be voted in accordance with the Board of Directors' recommendations.ContinuedDirectors’ recommendations.
Continued and to be signed on reverse sideImportant Notice Regarding the Availability of Proxy Materials for the Special Meeting:The Proxy Statement for this meeting is available at www.proxyvote.com.NOTICE IS HEREBY GIVEN THAT the special meeting of shareholders (the “Special Meeting”) ofOwl Rock Capital Corporation, a Maryland corporation (the “Company”), will be held on March 17, 2021 at9:00 a.m. Eastern Time. The Special Meeting will be a completely virtual meeting, which will be conducted via live webcast. You will be able to attend the Special Meeting online and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/ORCC2021SM.side