| | | | By Order of the Board of Directors, | |
| | | | Neena Reddy Secretary | |
| Proposal | | | Vote Required | | | Broker Discretionary Voting Allowed | | | Effect of Abstentions and Broker Non-Votes | |
| Proposal 1 – To elect two members of the Board to serve until the 2024 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, 2021 | | | 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. | |
| Proposal 3 – To transact such other business as may properly come before the Annual Meeting, or any postponement or adjournment thereof | | | 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. | |
Name and Address | | Number of Shares Owned | | Percentage of Class Outstanding | | | | Number of Shares Owned | | Percentage of Class Outstanding | | ||||||||||||||||||
5% Owners | | | | | | | | | | | | | | | | | | | | | | | | ||||||
ORCC III Warehouse L.L.C.(1) | | | | 1,665,146 | | | | | 8.39% | | | | |||||||||||||||||
ORCC III Investors L.L.C. (2) | | | | 1,892,455 | | | | | 9.53% | | | | |||||||||||||||||
Owl Rock Feeder FIC BDC III LLC(3) | | | | 1,220,223 | | | | | 6.14% | | | | |||||||||||||||||
Camden Credit Opportunity Fund(4) | | | | 1,331,898 | | | | | 6.71% | | | | |||||||||||||||||
California State Teachers’ Retirement System(5) | | | | 2,312,339 | | | | | 11.64% | | | | |||||||||||||||||
Maine Public Employees Retirement System(6) | | | | 1,931,681 | | | | | 9.73% | | | | |||||||||||||||||
The State of Oregon(7) | | | | 1,773,001 | | | | | 8.93% | | | | |||||||||||||||||
California State Teachers’ Retirement System(1) | | | | 3,984,523 | | | | | 13.2% | | | ||||||||||||||||||
The State of Oregon(2) | | | | 2,830,376 | | | | | 9.4% | | | ||||||||||||||||||
Maine Public Employees Retirement System(3) | | | | 2,659,458 | | | | | 8.8% | | | ||||||||||||||||||
ORCC III Investors L.L.C.(4) | | | | 2,463,004 | | | | | 8.2% | | | ||||||||||||||||||
ORCC III Warehouse L.L.C.(5) | | | | 2,167,164 | | | | | 7.2% | | | ||||||||||||||||||
Camden Credit Opportunity Fund, LLC – Series III(6) | | | | 1,766,665 | | | | | 5.9% | | | ||||||||||||||||||
Owl Rock Feeder FIC BDC III LLC(7) | | | | 1,588,104 | | | | | 5.3% | | | ||||||||||||||||||
Interested Directors(8) | | | | | | | | | | | | | | | | | | | | | | | | ||||||
Douglas I. Ostrover(9) | | | | 1,220,223 | | | | | 6.14% | | | | |||||||||||||||||
Craig W. Packer(9) | | | | 1,220,223 | | | | | 6.14% | | | | | | | 1,588,104 | | | | | 5.3% | | | ||||||
Alan J. Kirshenbaum(9) | | | | 1,220,223 | | | | | 6.14% | | | | |||||||||||||||||
Independent Directors | | | | | | | | | | | | | | | | | | | | | | | | ||||||
Brian Finn | | | | — | | | | | — | | | | | | | — | | | | | — | | | ||||||
Edward D’Alelio | | | | — | | | | | — | | | | | | | — | | | | | — | | | ||||||
Eric Kaye | | | | — | | | | | — | | | | | | | — | | | | | — | | | ||||||
Christopher M. Temple | | | | — | | | | | — | | | | | | | — | | | | | — | | | ||||||
Melissa Weiler | | | | — | | | | | — | | | ||||||||||||||||||
Executive Officers | | | | | | | | | — | | | | | | | | | | | | | — | | | |||||
Bryan Cole | | | | — | | | | | — | | | ||||||||||||||||||
Karen Hager | | | | — | | | | | — | | | | | | | — | | | | | — | | | ||||||
Bryan Cole | | | | — | | | | | — | | | | |||||||||||||||||
Alan Kirshenbaum(9) | | | | 1,588,104 | | | | | 5.3% | | | ||||||||||||||||||
Alexis Maged | | | | — | | | | | — | | | | | | | — | | | | | — | | | ||||||
Neena Reddy | | | | — | | | | | — | | | | | | | — | | | | | — | | | ||||||
All officers and directors as a group (11 persons)(10) | | | | 1,220,223 | | | | | 6.14% | | | | | | | 1,588,104 | | | | | 5.3% | | |
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 Director | | |||||||||||||||
Christopher M. Temple, 53 | | | Director | | | President of DelTex Capital LLC | | | Class I Director since 2020; Term expires in 2021 | | | 5 | | | Owl Rock Capital Corporation (“ORCC”) Owl Rock Capital Corporation II (“ORCC II”) Owl Rock Technology Finance Corp. (“ORTF”) Owl Rock Core Income Corp. (“ORCIC”) Plains All American Pipeline Company | |
Melissa Weiler, 56 | | | Director | | | Private Investor Managing Director and member of the Management Committee of Crescent Capital Group (through 2020) | | | Class I Director since 2021, Term expires in 2021 | | | 5 | | | ORCC ORCC II ORTF ORCIC Jefferies Financial Group Inc. | |
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 Director | | |||||||||||||||
Edward D’Alelio, 69 | | | Chairman of the Board, Director | | | Retired | | | Class II Director since 2020; Term expires in 2022 | | | 5 | | | ORCC ORCC II ORTF ORCIC Blackstone/GSO Long Short Credit Fund Blackstone/GSO Sen. Flt Rate Fund | |
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 | |
Interested Directors(4) | | |||||||||||||||
Craig W. Packer, 54 | | | Chief Executive Officer, President and Director | | | Co-Founder of Owl Rock Capital Partners LP (“Owl Rock Capital Partners”) Co-Chief Investment Officer of each of the Owl Rock Advisers President and Chief Executive Officer of the Company, ORCC, ORCC II, ORTF and ORCIC (collectively, the “Owl Rock BDCs”) Co-Head of Leveraged Finance in the Americas, Goldman Sachs | | | Class II Director since 2020; Term expires in 2022 | | | 5 | | | ORCC ORCC II ORTF ORCIC Blue Owl Capital Inc. (“Blue Owl”) | |
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 Director Nominees | | |||||||||||||||
Brian Finn, 60 | | | Director | | | Private Investor Chief Executive Officer, Asset Management Finance Corporation (through 2013) | | | Class III Director since 2020; Term expires in 2023 | | | 5 | | | ORCC ORCC II ORTF ORCIC The Scotts Miracle Gro Company Rotor Acquisition Corp. | |
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 | |
Eric Kaye, 58 | | | Director | | | Founder of Kayezen, LLC | | | Class III Director since 2020; Term expires in 2023 | | | 5 | | | ORCC ORCC II ORTF ORCIC | |
Name of Director | | | Dollar Range of Equity Securities in Owl Rock Capital Corporation III(1)(2) | | | Aggregate Dollar Range of Equity Securities in the Fund Complex(1)(3) | | ||||||
Interested Directors | | | | | | | | | | | | | |
Craig W. Packer | | | | over $ | 100,000(4) | | | | | over $ | 100,000 | | |
Independent Directors | | | | | | | | | | | | | |
Brian Finn | | | — | | | | over $ | 100,000 | | | |||
Edward D’Alelio | | | — | | | | over $ | 100,000 | | | |||
Eric Kaye | | | — | | | | over $ | 100,000 | | | |||
Christopher M. Temple | | | — | | | | over $ | 100,000 | | | |||
Melissa Weiler | | | — | | | — | |
Name | | | Age | | | Position | | | Officer Since | |
Bryan Cole | | | 36 | | | Chief Financial Officer, Chief Accounting Officer and Treasurer | | | 2020 | |
Karen Hager | | | 49 | | | Chief Compliance Officer | | | 2020 | |
Alan Kirshenbaum | | | 50 | | | Chief Operating Officer | | | 2020 | |
Alexis Maged | | | 55 | | | Vice President | | | 2020 | |
Neena Reddy | | | 43 | | | Vice President and Secretary | | | 2020 | |
Audit Committee | | | Nominating and Corporate Governance Committee | |
Edward D’Alelio | | | Edward D’Alelio | |
Christopher M. Temple | | | Christopher M. Temple | |
Eric Kaye | | | Eric Kaye | |
Brian Finn | | | Brian Finn | |
Melissa Weiler | | | Melissa Weiler | |
Annual Cash Retainer | | | Board Meeting Fee | | | Annual Committee Chair Cash Retainer | | | Committee Meeting Fee | | |||||||||||||||||||||
| Chair of the Board | | | Audit | | | Committee Chair | | |||||||||||||||||||||||
$150,000 | | | | $ | 2,500 | | | | | $ | 25,000 | | | | | $ | 15,000 | | | | | $ | 5,000 | | | | | $ | 2,500 | | |
Name of Director | | | Fees Earned and Paid in Cash by the Company | | | Total Compensation from the Company | | | Total Compensation from the Fund Complex | | |||||||||
Edward D’Alelio | | | | $ | 195,962 | | | | | $ | 195,962 | | | | | $ | 963,540 | | |
Christopher M. Temple | | | | $ | 184,835 | | | | | $ | 184,835 | | | | | $ | 917,224 | | |
Eric Kaye | | | | $ | 178,709 | | | | | $ | 178,709 | | | | | $ | 895,907 | | |
Brian Finn | | | | $ | 169,396 | | | | | $ | 169,396 | | | | | $ | 843,249 | | |
| | | For the Fiscal Year ended December 31, 2020(1) | | |||
Audit Fees | | | | $ | 318,000 | | |
Audit-Related Fees(2) | | | | | — | | |
Tax Fees | | | | | — | | |
All Other Fees(3) | | | | | — | | |
Total Fees | | | | $ | 318,000 | | |