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 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 |
BLUE OWL ROCK CAPITAL CORPORATION
(Name of Registrant as Specified in 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. |
On behalf of our Board of Directors and our entire team, I am pleased to invite you to
More information on these proposals can be found beginning on page 9 of our proxy statement. |
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Your vote is very important to us. Whether or not you plan to attend the virtual meeting, we ask that your shares be represented and voted.
Our Year
We had an outstandinga record year in 2022,2023, generating our highest annual net investment income per share, achieving our highest net investment incomeasset value per share, and distributing a total of $1.59 per share to our shareholders, the most in any year since our IPOinception. This resulted in 2019, despite volatility and uncertainty acrossa total return to our investors of over 40% in 2023.1 We were also pleased to raise the markets. We have specifically designedregular dividend twice during the year, which reflects our continued confidence in our portfolio and our expectations for durability by focusing on originating loans for high quality, sponsor-backed upper middle-market companies in recession-resistant sectors. We believe our highly diversified portfolio will exhibit continued resilience,the future trajectory of earnings, even in a slowing economy.more normalized rate environment. Our strong results are the outcome of our emphasis on credit selection, the broad benefits of higher interest rates, and our proactive approach to liability management.
We began last year appropriately cautious and prepared for a challenging economic environment. Yet over the course of the year, our borrowers across Blue Owl’s Credit platform, on average, delivered low-to-mid single digit growth in both EBITDA and revenue each quarter. Since inception, our approach has been to construct a diversified, defensively positioned portfolio that performs across market cycles by leveraging the differentiated sourcing, underwriting, and risk management capabilities of Blue Owl’s $84.6 billion2 credit platform. As of year-end, the weighted average EBITDA of OBDC’s borrowers was over $200 million3, and we believe this scale provides strategic benefits and operational stability that contribute to our strong credit quality.
Finally, Blue Owl published its inaugural sustainability report on July 1, 2023, which can be viewed on its website. The report details the framework Blue Owl and its Advisers use to execute on sustainability initiatives and reflects Blue Owl’s firm-wide emphasis on transparency.
Our StrategyOutlook
Owl Rock Capital Corporation provides direct lending solutions to U.S. middle-market companies. Our portfolio consistsAs a lender, we are defensive by nature, and credit quality is always top 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.
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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 spreadmind. We remain confident in the portfolio, up 20 basis points in 2022, while maintaining the majorityversatility of our portfolio in first lien investments. As a result, our average asset yieldand based on the visibility we have today, we expect that the overall portfolio should continue to perform well.
We entered 2024 on strong footing, and we expect to see increased market and origination activity over the balance of the year. We started to see this trend in the portfolio increased byfourth quarter of last year, deploying over 300 basis points$8 billion across the Blue Owl direct lending business, representing our highest quarter of origination activity since 2021. Our scale positions us as a lender of choice and allows us to 11%. In addition, our internal credit ratings have remained consistent quarter over quartersee opportunities with approximately 90%bigger companies and more established partners.
On behalf of our portfolio performing in-line with or 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 continuedentire team, I want to invest 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 itexpress my thanks 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 November 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, 2023, a total of $52 million of common stock had been purchased, of which $35 million was bought by Owl Rock Capital Corporation. Together, we believe these capital allocation priorities will benefit total returns for our shareholders.
Investing Responsibly and Fostering Diversity, Equity and Inclusion
As discussed in more detail in this proxy statement, we and the Adviser recognize the importance of Environmental, Social and Governance (ESG) risk and opportunities and are committed to the consideration of these factors in relation to our business operations and investment activities. We and the Adviser are also committed to fostering and preserving a culture of diversity, equity and inclusion and seek to engage with our stakeholders to support the causes most important to our communities.
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 portfolio’s versatility, even in the event of economic headwinds. We believe we will have continued strong credit performance and any defaults or potential losses in our portfolio will be manageable and offset by the continued strength of our earnings.
It is important that your shares of the Company’s common stock be represented at the Annual Meeting. If you are unable to attend the Annual Meeting virtually, I urge you to complete, date and sign the enclosed proxy card and return it in the envelope provided, or follow the instructions printed on the Notice of Internet Availability of Proxy Materials or the proxy card to authorize your vote through the internet. Your vote and participation in the governance of the Company are very important.
support. We are excited about our future and the ways in which we are delivering differentiated returns to shareholders. On behalf of myself, and our entire team, I want to express my thanks for your support. We remain optimistic about our strategy and outlook.shareholders.
Sincerely yours, |
Craig W. Packer Chief Executive Officer, President and Director
March |
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2. | Assets under management as of December 31, |
3. | As of December 31, 2023. Represents 83.2% of our total debt portfolio based on fair value and |
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399 Park Avenue 37th Floor
New York, New York 10022
NOTICE OF ANNUAL MEETING OF SHAREHOLDERSNotice of Annual Meeting of Shareholders
To Be Held On June 21, 20232024
To the Shareholders of Blue Owl Rock Capital Corporation:
NOTICE IS HEREBY GIVEN THAT the annual meeting of shareholders of Blue Owl Rock Capital Corporation, a Maryland corporation (the “Company”), will be held on June 21, 20232024 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. You will be able to attend the Annual Meeting online and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/ORCC2023.OBDC2024. For instructions on how to attend and vote your shares at the Annual Meeting, see the information in the accompanying proxy statement under the heading “How to attend and vote at the Annual Meeting.”
The Annual Meeting is being held for the following purposes:
1. | To elect two members of the Board to serve until the |
2. | To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, |
The Board has fixed the close of business on March 24, 202325, 2024 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.
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 on Form 10-K for the fiscal year ended December 31, 20222023 (the “Annual Report”) are available at www.proxyvote.com.
By Order of the Board of Directors, |
Neena A. Reddy Secretary
March |
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.
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Four Ways to Vote | ||||||||||||||||
Online visit www.virtualshareholder meeting.com/
| Phone call 1-800-690-6903 | QR Code Scan QR Code using | Complete, sign and | |||||||||||||
TABLE OF CONTENTSTable of Contents
2024 Proxy Statement |
PROXY STATEMENT SUMMARYProxy Statement Summary
The summary highlights information that is contained elsewhere in this Proxy Statement. You should carefully read this Proxy Statement in its entirety before voting, as this summary does not contain all of the information that you should consider.
Annual Meeting of Shareholders
Date & Time:
Friday, June 21, 9:00 a.m., Eastern Time | Virtual Meeting Site: www.virtualshareholdermeeting.com/ | Record Date: Close of Business March | ||
Meeting Agenda and Voting Matters
Proposals | Proposals | Board Recommendation | Page Reference | 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 | Elect two members of the Board to serve until the 2027 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 | Ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024 | 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
• A balance of new and experienced directors.
• A Code of Business Conduct. |
Directors
Director Since | Independence | Board Committees | ||||||||||
Edward Age: | 2016 | ⚫ | • Audit • Compensation • NCG | |||||||||
Eric Kaye Age: | 2016 | ⚫ | • Audit • Compensation* • NCG* | |||||||||
Craig W. Packer Age: | 2016 | • N/A | ||||||||||
Christopher M. Temple Age: | 2016 | ⚫ | • Audit* • Compensation • NCG | |||||||||
Melissa Weiler Age: | 2021 | ⚫ | • Audit • Compensation • NCG | |||||||||
Victor Woolridge Age: | 2021 | ⚫ | • Audit • Compensation • NCG |
NCG = Nominating and Corporate Governance
* = Committee Chairman * = Chairman of the Board
2024 Proxy Statement |
PROXY STATEMENTProxy Statement
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTINGQuestions 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 Blue Owl |
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 |
2. | ratify the selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ended December 31, |
Q: | Who can vote at the Annual Meeting? |
A: | Only shareholders of record as of the close of business March |
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/ |
Instructions on how to attend and participate via the Internet, including how to demonstrate proof of stock ownership, are posted at www.virtualshareholdermeeting.com/ORCC2023.OBDC2024.
Assistance with questions regarding how to attend and participate via the Internet will be provided at www.virtualshareholdermeeting.com/ORCC2023OBDC2024 on the day of the Annual Meeting.
Webcast starts at 9:00 a.m., Eastern Time.
You will need your 16-Digit Control Number to enter the Annual Meeting.
Shareholders may submit questions while attending the Annual Meeting via the Internet.
To attend and participate in the Annual Meeting, you will need the 16-digit control number located on your 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 Annual 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 Annual Meeting login page.
2024 Proxy Statement | 1 |
By Proxy through the Internet. You may authorize a proxy through the internet using the web address included in your Notice of Internet Availability of Proxy Materials. Authorizing a proxy through the internet requires you to input the 16-digit control number located on your Notice of Internet Availability of Proxy Materials. After inputting the 16-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.
By Proxy through the Mail. 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 11:59 p.m., Eastern Time, on June 20, 2023.2024.
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 |
A: | Mr. |
Mr. Temple has served the Company since its founding in 2016 and Ms. Weiler has served on the Board since 2021. The Board believes this history and familiarity with the Blue Owl investment platform make Mr. Temple and Ms. Weiler beneficial members of the Board. |
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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 |
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. |
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GENERAL INFORMATION ABOUT THE ANNUAL MEETINGGeneral Information About the Annual Meeting
The accompanying proxy is solicited on behalf of the Board for use at the Annual Meeting to be held on June 21, 20232024 at 9:00 a.m., Eastern Time. The Annual Meeting will be a completely virtual meeting, which will be conducted via live webcast. Only holders of record of our common stock at the close of business on March 24, 2023,25, 2024, which is the Record Date, will be entitled to vote at the Annual Meeting. At the close of business on the Record Date, we had 390,921,161389,732,868 shares of common stock, par value $0.01 per share (the “Shares”) outstanding and entitled to vote. This proxy statement, including the accompanying form of proxy (collectively, the “Proxy Statement”), or a Notice of Internet Availability of Proxy Materials containing instructions on how to access the Proxy Statement and annual report on Form 10-K for the fiscal year ended December 31, 20222023 (the “Annual Report”), and how to submit proxies over the internet are first being sent to shareholders on or about March 31, 2023.28, 2024. The Proxy Statement and Annual Report can both be accessed online at www.proxyvote.com.
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 Annual Meeting, the Shares represented by the proxy will be voted (1) FOR the election of two members of the Board to serve until the 20262027 annual meeting of shareholders and until their successors are duly elected and qualified, and (2) FOR the ratification of the selection of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023.2024. Should any matter not described above be properly presented at the Annual Meeting, the named proxies will vote in accordance with their best judgment as permitted.
Voting Rights
Holders of our common stock are entitled to one vote for each share held as of the Record Date.
The Annual Meeting is being held for the following purposes:
1. | To elect two members of the Board to serve until the |
2. | To ratify the selection of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, |
Quorum Required
A majority of the outstanding Shares must be present or represented by proxy at the Annual 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 Annual Meeting. If at any time Shares are held through brokers, we will count broker non-votes as present for the purpose of establishing a quorum. A broker non-vote occurs when a broker holding Shares for a beneficial owner votes on some matters on the proxy card, but not on others, because the broker does not have instructions from the beneficial owner or discretionary authority (or declines to exercise discretionary authority) with respect to those other matters.
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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 | 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, | 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 1 and Proposal 2. The adoption of each of Proposal 1 and Proposal 2 requires the affirmative vote of the majority of votes cast for each such proposal at the Annual Meeting, meaning the number of shares voted “for” each proposal must exceed the number of shares voted “against” such proposal. The inspector of elections appointed for the Annual Meeting will separately tabulate “for” votes, “against” votes, “abstain” votes, and broker non-votes.
Voting
You may vote by proxy or in person (virtually) at the Annual 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 Notice of Internet Availability of Proxy Materials. Authorizing a proxy through the internet requires you to input the 16-digit control number located on your Notice of Internet Availability of Proxy Materials. After inputting the 16-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 11:59 p.m., Eastern Time, on June 20, 2023.2024.
Voting 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.OBDC2024. 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/ORCC2023.OBDC2024.
Assistance with questions regarding how to attend and participate via the Internet will be provided at www.virtualshareholdermeeting.com/ORCC2023OBDC2024 on the day of the Annual Meeting.
Webcast starts at 9:00 a.m., Eastern Time.
You will need your 16-Digit Control Number to enter the Annual Meeting.
Shareholders may submit questions while attending the Annual Meeting via the Internet.
4 | 2024 Proxy Statement |
To attend and participate in the Annual Meeting, you will need the 16-digit control number located on your 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 Annual 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 Annual Meeting login page.
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 Annual Meeting
The named proxies for the Annual Meeting are Neena A. Reddy and Jonathan 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 Annual Meeting in their judgment.
Expenses of Soliciting Proxies
The Company will pay the expenses of soliciting proxies to be voted at the Annual Meeting, including the cost of preparing and posting this Proxy Statement and the 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 the shareholders. The Company has engaged Broadridge Financial 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 Broadridge’s services with respect to the Company is estimated to be approximately $34,000$44,000 plus reasonable out-of-pocket expenses. In addition, the Company has engaged the services of Alliance Advisors LLC (“Alliance”)Morrow Sodali for the purpose of assisting in the solicitation of proxies at an anticipated cost of approximately $3,000$15,000 plus reimbursement of certain out-of-pocket expenses and fees for additional services requested. Please note that AllianceMorrow Sodali 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 asked if you would like to authorize your proxy over the telephone and to have your voting instructions transmitted to Broadridge.
Revocability of Proxies
A shareholder may revoke any proxy that is not irrevocable by attending the Annual Meeting and voting in person (virtually) or by delivering a proxy in accordance with applicable law bearing a later date to the Secretary of the Company.
Contact Information for Proxy Solicitation
You can contact us by mail sent to the attention of the Secretary of the Company, Neena A. Reddy, at our principal executive offices located at 399 Park Avenue, 37th Floor, New York, New York 10022. You can call us by dialing (212) 419-3000. You can access our proxy materials online at www.proxyvote.com.
2024 Proxy Statement | 5 |
Record Date
The Board has fixed the close of business on March 24, 202325, 2024 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 390,921,161389,732,868 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.
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SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERSSecurity Ownership of Management and Certain Beneficial Owners
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 our 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 our common stock.
The percentage ownership is based on 390,921,161389,732,868 shares of our common stock outstanding as of the Record Date. To our knowledge, except as indicated in the footnotes to the table, each of the shareholders listed below has sole voting and/or investment power with respect to shares of our common stock beneficially owned by such shareholder.
Name and Address | Number of Shares Owned | Percentage of Class Outstanding | Number of Shares Owned | Percentage of Class Outstanding | ||||||||||||||
5% Owners |
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Regents of the University of California(1) | 27,024,369 | 7 | % | |||||||||||||||
State of New Jersey Common Pension Fund E(2) | 22,751,338 | 6 | % | |||||||||||||||
State of New Jersey Common Pension Fund E(1) | 22,751,338 | 5.8 | % | |||||||||||||||
Interested Director |
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Craig W. Packer(3) | 290,849 | * | ||||||||||||||||
Craig W. Packer(2) | 366,449 | * | ||||||||||||||||
Independent Directors |
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Edward D’Alelio | — | — | 3,144 | — | ||||||||||||||
Eric Kaye(4) | 15,395 | * | ||||||||||||||||
Eric Kaye(3) | 19,144 | * | ||||||||||||||||
Christopher M. Temple | 30,100 | * | 36,000 | * | ||||||||||||||
Melissa Weiler(5) | 28,000 | * | ||||||||||||||||
Melissa Weiler(4) | 28,000 | * | ||||||||||||||||
Victor Woolridge | 11,655 | * | 13,059 | * | ||||||||||||||
Executive Officers |
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Bryan Cole | — | — | — | — | ||||||||||||||
Karen Hager | — | — | — | — | ||||||||||||||
Alan Kirshenbaum | 13,997 | * | ||||||||||||||||
Jonathan Lamm | 1,000 | * | ||||||||||||||||
Jonathan Lamm(5) | 7,500 | * | ||||||||||||||||
Neena A. Reddy | — | — | — | — | ||||||||||||||
Matthew Swatt | 2,314 | * | 2,379 | * | ||||||||||||||
Shari Withem | — | — | — | — | ||||||||||||||
Jennifer McMillon | — | — | — | — | ||||||||||||||
All officers and directors as a group (14 persons)(6) | 393,310 | * | ||||||||||||||||
All officers and directors as a group (13 persons)(6) | 475,675 | * |
* | Less than 1% |
(1) |
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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. |
Includes 65,733 shares owned by Mr. Packer’s wife. |
Shares are owned by Mr. Kaye’s wife. |
Shares are held by The Weiler Family Living Trust. |
(5) | Includes 6,500 shares held by a trust for which Mr. Lamm is trustee. Members of Mr. Lamm’s immediate family are the beneficiaries of the trust. Mr. Lamm disclaims beneficial ownership of the common stock held by the trust. |
(6) | The address for each of the directors and officers is c/o Blue Owl |
The Adviser and the Administrator
Blue Owl Credit Advisors LLC (the “Adviser”) serves as the Company’s investment adviser pursuant to a third amended and restated investment advisory agreement (the “Investment Advisory Agreement”). The Adviser also serves as the Company’s administrator pursuant to an amended and restated administration agreement (the “Administration Agreement”) between the Company and the Adviser.
The Adviser is an indirect affiliate of Blue Owl Capital Inc. (“Blue Owl”) (NYSE: OWL) and part of Blue Owl’s Credit platform, which focuses on direct lending. Blue Owl consists of three investment platforms: (1) Credit, which focuses on direct lending, (2) GP Strategic Capital, which focuses on providing capital to institutional alternative asset managers, and (3) Real Estate, which focuses on triple net lease real estate strategies. Blue Owl’s Credit platform is comprised of the Adviser, Blue Owl Technology Credit Advisors LLC (“OTCA”), Blue Owl Technology Credit Advisors II LLC (“OTCA II”), Blue Owl Credit Private Fund Advisors LLC (“OPFA”) and Blue Owl Diversified Credit Advisors LLC (“ODCA” and together with the Adviser, OTCA, OTCA II, and OPFA, the “Blue Owl Credit Advisers”), which are also registered investment advisers. The Blue Owl Credit Advisers focus on direct lending to middle market companies primarily in the United States across four investment strategies which are offered through the Company, Blue Owl Capital Corporation II (“OBDC II”), Blue Owl Capital Corporation III (“OBDE”), Blue Owl Credit Income Corp. (“OCIC”), Blue Owl Technology Finance Corp. (“OTF”), Blue Owl Technology Income Corp. (“OTIC”) and Blue Owl Technology Finance Corp. II (“OTF II” and together with the Company, OBDC II, OBDE, OCIC, OTF and OTIC, the “Blue Owl BDCs”), private funds and separately managed accounts (collectively, the “Blue Owl Credit Clients”).
The address of the Adviser is 399 Park Avenue, New York, NY 10022.
8 | 2024 Proxy Statement |
PROPOSALProposal 1: ELECTION OF DIRECTORSElection 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 III (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.Packer; and Class I (terms ending at the 2026 annual meeting of shareholders) — Eric Kaye and Victor Woolridge. See “Corporate Governance — The Board” beginning on page 20 for more information regarding the composition of the Board.
Eric KayeChristopher M. Temple and Victor WoolridgeMelissa Weiler each has been nominated for election by the Board to serve a three-year term until the 20262027 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 the affirmative vote of a majority of all the votes cast at the Annual Meeting in person (virtually) or by proxy, provided that a quorum is present. AbstentionsFor the proposal, “abstain votes” and broker non-votes, if any, will not be included in determiningcount as shares represented at the numbermeeting for purposes of votes cast and, asestablishing a result,quorum but will not have anyno effect on the resultoutcome of the vote with respect to the Director Proposal.vote. 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, 2023,28, 2024, regarding Messrs. KayeMr. Temple and Woolridge,Ms. Weiler, 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. KayeTemple nor Mr. WoolridgeMs. Weiler is being proposed for election pursuant to any agreement or understanding between either Mr. KayeTemple or Mr. Woolridge,Ms. Weiler, 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,Blue 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”).BDCs. Each of the Blue Owl Rock BDCs is advised by Blue Owl Rock CapitalCredit 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.
2024 Proxy Statement | 9 |
Class II Directors
Terms Expiring 2024:
Class I Directors
Terms Expiring 2023:
Name, Address, and Age(1) | Position(s) held with
| 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 | |||||||||||||||||
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| Director | President of DelTex Capital LLC | Class II Director since 2016; Term expires in 2024 | 7 | • OBDC II • OBDE • OTF • OCIC • OTIC • OTF II • Plains All American Pipeline Company | ||||||||||||
Melissa Weiler, 59 | Director | Private Investor Managing Director | Class | 7 | •
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• • Jefferies Financial Group, Inc. |
(1) | The address for each director is c/o Blue Owl |
(2) | Directors serve for three-year terms and until their successors are duly elected and qualified. |
(3) | The term “Fund Complex” refers to the Blue Owl |
Class I Director Biographies
Eric Kaye
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Incumbent Class II Directors
Terms Expiring 2024:
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Class II Director Biographies
Christopher M. Temple
Independent Director
Age:
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, | |
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. | ||
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Melissa Weiler
Independent Director
Age:
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. Ms. Weiler has served on the board of directors of Jefferies Financial Group Inc. since 2021. She is a member of the Cedars-Sinai Board of Governors and is actively involved in 100 Women in Finance. Ms. Weiler | |
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. |
2024 Proxy Statement | 11 |
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, | Chairman of the Board, Director | Retired | Class III Director since 2016; Term expires in 2025 | 7 | •
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• Blackstone/GSO Long Short Credit Fund
• Blackstone/GSO Sen. Flt Rate Fund | |||||||
Interested Director(4) | ||||||||||||
Craig W. Packer, | Chief Executive Officer, President and Director | Co-Founder of Blue Owl Capital
Co-President of Blue Owl Co-Chief Investment Officer of each of the
President and Chief Executive Officer of each of the Blue Owl (6) | Class III Director since 2016; Term expires in 2025 | 7 | •
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(1) | The address for each director is c/o Blue Owl |
(2) | Directors serve for three-year terms and until their successors are duly elected and qualified. |
(3) | The term “Fund Complex” refers to the Blue Owl |
(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. |
(5) | The Blue Owl Credit Advisers are comprised of the Adviser, Blue Owl Technology Credit Advisors LLC, Blue Owl Technology Credit Advisors II LLC, Blue Owl Credit Private Fund Advisors LLC and Blue Owl Diversified Credit Advisors LLC, which are registered investment advisers. |
(6) | On January 12, 2024, the board of directors of OBDE appointed Logan Nicholson to serve as OBDE’s President, which was previously held by Mr. Packer who continues to serve as OBDE’s Chief Executive Officer and as a director. |
Class III Director Biographies
Edward D’Alelio
Chairman of the Board Independent Director
Age:
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., | |
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. |
13 |
Craig W. Packer
Interested Director
Age:
Director Since: 2016
Committees: • N/A | Mr. Packer is the | |
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. |
14 | 2024 Proxy Statement |
Incumbent Class I Directors
Terms Expiring 2026:
Name, Address, and Age(1) | Position(s) held with the |
Occupation(s) During the Past 5 Years |
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, 61 | Director | Founder of Kayezen, LLC | Class I Director since 2016; Term expires in 2026 | 7 | • OBDC II • OBDE • OTF • OCIC • OTIC • OTF II | ||||||
Victor Woolridge, 67 | Director | Managing Director, Barings Real Estate Advisers, LLC | Class I Director since 2021, Term expires in 2026 | 7 | • OBDC II • OBDE • OTF • OCIC • OTIC • OTF II |
(1) | The address for each director is c/o Blue Owl 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 Blue Owl BDCs. Directors and officers who oversee the funds in the Fund Complex are noted. |
2024 Proxy Statement | 15 |
Class I Director Biographies
Eric Kaye
Independent Director Age: 61 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 has 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 OBDC II, respectively, since August 2018 he has served on the board of directors of OTF, since February 2020 and September 2020 he has served on the boards of directors of OBDE and OCIC, respectively and since August 2021 and November 2021 he has served on the boards of directors of OTIC and OTF 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: 67 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 and as trustee for University of Massachusetts Global. Since 2022, Mr. Woolridge has served as a director of Trumbull Property Income Fund and Fallon Health. Mr. Woolridge has also served on the UMass Foundation’s investment committee since 2021. 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 directors of the Company, OBDC II, OBDE, OTF, OCIC, OTIC, and OTF II in November 2021. | |
The Company believes Mr. Woolridge’s numerous management positions and broad experiences in the asset management and financial services sectors provide him with skills and valuable insight in handling complex financial transactions and issues, all of which makes him well qualified to serve on the Board of Directors. |
16 | 2024 Proxy Statement |
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 Blue 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 | Dollar Range of Equity Securities in Blue Owl Capital Corporation(1)(2) | Aggregate Dollar Range of Equity Securities in the Fund | ||||||||||||||||||||||||
Interested Director |
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Craig W. Packer | over | $ | 100,000 | over | $ | 100,000 | over | $100,000 | over | $100,000 | ||||||||||||||||||
Independent Directors |
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Edward D’Alelio | None | over | $ | 100,000 |
| None | over | $100,000 | ||||||||||||||||||||
Eric Kaye | over | $ | 100,000 | over | $ | 100,000 | over | $100,000 | over | $100,000 | ||||||||||||||||||
Christopher M. Temple | over | $ | 100,000 | over | $ | 100,000 | over | $100,000 | over | $100,000 | ||||||||||||||||||
Melissa Weiler | over | $ | 100,000 | over | $ | 100,000 | over | $100,000 | over | $100,000 | ||||||||||||||||||
Victor Woolridge | over | $ | 100,000 | over | $ | 100,000 | 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 per share of the Company’s common stock on the Record Date on the New York Stock Exchange (“NYSE”), |
(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 |
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 | Age | Position | Officer Since | ||||||||||
Bryan Cole | 38 | Chief Accounting Officer | 2017 | 39 | Chief Accounting Officer | 2017 | ||||||||||
Karen Hager | 50 | Chief Compliance Officer | 2018 | 51 | Chief Compliance Officer | 2018 | ||||||||||
Alan Kirshenbaum | 51 | Executive Vice President(1) | 2016 | |||||||||||||
Jonathan Lamm | 48 | Chief Operating Officer, Chief Financial Officer | 2021 | 49 | Chief Operating Officer, Chief Financial Officer | 2021 | ||||||||||
Neena A. Reddy | 45 | Vice President, Secretary | 2019 | 46 | Vice President, Secretary | 2019 | ||||||||||
Matthew Swatt | 34 | Co-Treasurer, Co-Controller | 2021 | 35 | Co-Treasurer, Co-Controller | 2021 | ||||||||||
Shari Withem | 40 | Co-Treasurer, Co-Controller | 2021 | 41 | Co-Treasurer, Co-Controller | 2021 | ||||||||||
Jennifer McMillon | 45 | Co-Treasurer, Co-Controller | 2022 | 46 | Co-Treasurer, Co-Controller | 2022 |
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The address for each of the Company’s executive officers is c/o Blue Owl Rock Capital Corporation, 399 Park Avenue, 37th Floor, New York, New York 10022.
Mr. Coleis | ||
Ms. Hager is a | ||
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Ms. Reddy is |
18 | 2024 Proxy Statement |
Mr. Swatt is | ||
Ms. Withem is |
Ms. McMillon is |
2024 Proxy Statement | 19 |
CORPORATE GOVERNANCECorporate Governance
Board 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 III directors will expire at the Annual Meeting; the terms of the Company’s Class IIIII directors will expire at the 20242025 annual meeting of shareholders; and the terms of the Company’s Class IIII directors will expire at the 20252026 annual meeting of shareholders.
The Board believes that a classified board of directors serves the best interests of the Company and its shareholders by promoting the continuity 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 majority 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)at the Annual Meeting). Messrs. D’Alelio and Packer serve as Class III directors (with terms expiring in 2025). Messrs. Kaye and Woolridge serve as Class I directors (with terms expiring in 2026).
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 consist of 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”). On an annual basis, each member of the Company’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 Company’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, or of any of their respective affiliates, the Board has determined that Messrs. Kaye, Temple, D’Alelio, and Woolridge and Ms. Weiler qualify as Independent Directors. Each director who serves on the Audit 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 1940 Act) of the Company since he is an officer of the Adviser.
| 2024 Proxy Statement |
Board Attendance at the Annual Meeting
The Company’s policy is to encourage its directors to attend each annual meeting; however, such attendance is not required at this time. Four of the Company’s directors attended the 20222023 annual meeting of shareholders.
Board Leadership Structure and Oversight Responsibilities
Overall responsibility for the Company’s oversight rests with the Board. The Company has entered into a third amended and restated investment advisory agreement (the “Investment Advisory Agreement”), pursuant to which the Adviser will manage the Company on a day-to-day basis. The Board is responsible for overseeing the Adviser and the Company’s other service providers in accordance with the provisions of the 1940 Act, applicable provisions of state and other laws and the Company’s charter. The Board is currently composed of six members, five of whom are directors who are not “interested persons” of the Company or the Adviser as defined in the 1940 Act.
The Board meets in person at regularly scheduled quarterly meetings each year. In addition, the Board 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 Board has established an Audit Committee, a Nominating and Corporate Governance Committee (“Nominating Committee”) and a Compensation Committee, and may establish ad hoc committees or working groups from time to time, to assist the Board in fulfilling its oversight responsibilities.
The Board has appointed Edward D’Alelio, an Independent Director, to serve in the role of Chairman of the Board. The Chairman’s role is to preside at all meetings of the Board and to act as a liaison with the Adviser, counsel and other directors generally between meetings. The Chairman serves as a key point person for dealings between management and the directors. The Chairman also may perform such other functions as may be delegated by the Board from time to time. The Board reviews matters related to its leadership structure annually. The Board has determined that the Board’s leadership structure is appropriate because it allows the Board to exercise informed and independent judgment over the matters under its purview and it allocates areas of responsibility among committees of directors and the full Board in a manner that enhances effective oversight.
The Company is subject to a number of risks, including investment, compliance, operational and valuation risks, among others. Risk oversight forms part of the Board’s general oversight of the Company and is addressed as part of various Board and committee activities. Day-to-day risk management functions are subsumed within the responsibilities of the Adviser and other service providers (depending on the nature of the risk), which carry out the Company’s investment management and business affairs. The Adviser and other service providers employ a variety of processes, procedures and controls to identify various events or circumstances that give rise to risks, to lessen the probability of their occurrence and to mitigate the effects of such events or circumstances if they do occur. Each of the Adviser and other service providers has their own independent interest in risk management, and their policies and methods of risk management will depend on their functions and business models. The Board recognizes that it is not possible to identify all of the risks that may affect the Company or to develop processes and controls to eliminate or mitigate their occurrence or effects. As part of its regular oversight of the Company, the Board interacts with and reviews reports from, among others, the Adviser, the Company’s chief compliance officer, the Company’s independent registered public accounting firm and counsel, as appropriate, regarding risks faced by the Company and applicable risk controls. The Board may, at any time and in its discretion, change the manner in which it conducts risk oversight.
Communications with Directors
Shareholders and other interested parties may contact any member (or all members) of the Board by mail. To communicate with the Board, any individual directors or any group or committee of directors, correspondence should be addressed to the Board or any such individual directors or group or committee of directors by either name or title. All such correspondence should be sent to Blue Owl Rock Capital Corporation, 399 Park Avenue, 37th Floor, New York, New York 10022, Attention: Secretary.
2024 Proxy Statement | 21 |
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.www.blueowlcapitalcorporation.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