8-KLeadership ChangesRegulation FDExhibits & Filings

Ares Management Corp 8-K Report, Executive Changes (Jan 22, 2019)

Filed January 22, 2019For Securities:ARESARES-PB

Summary

Ares Management Corporation (ARES) filed an 8-K on January 22, 2019, to report a change in its Board of Directors. The company announced the appointment of Antoinette C. Bush as a new Class II director, increasing the Board size from eight to nine members. Ms. Bush's appointment is effective January 16, 2019, and she will serve until her successor is elected or until her earlier departure. The Board has determined that Ms. Bush meets New York Stock Exchange independence standards. Ms. Bush brings extensive experience in government affairs, legal, and regulatory matters, particularly within the media and telecommunications sectors. Her background includes senior roles at News Corp, Skadden, Arps, Slate, Meagher, & Flom LLP, and the U.S. Senate Committee on Commerce, Science, and Transportation. She has also been appointed to the Company's Conflicts Committee and will receive standard director compensation and enter into a standard indemnification agreement. This appointment is intended to enhance the Board's expertise and governance.

Key Highlights

  • 1Ares Management Corporation expanded its Board of Directors from eight to nine members.
  • 2Antoinette C. Bush was appointed as a new Class II director, effective January 16, 2019.
  • 3Ms. Bush is considered independent under NYSE listing standards.
  • 4Ms. Bush has been appointed to the Board's Conflicts Committee.
  • 5Ms. Bush possesses significant experience in government affairs, media, and regulatory law.
  • 6Her background includes roles at News Corp, Skadden, Arps, and the U.S. Senate.
  • 7Ms. Bush will receive standard compensation for non-executive directors and a director indemnification agreement.

Frequently Asked Questions

The appointment of Ms. Bush brings valuable expertise in government affairs, legal, and regulatory matters, particularly within the media and telecommunications industries. Her addition is likely intended to strengthen the Board's oversight and strategic guidance, especially concerning areas relevant to Ares Management's operations and public policy engagement. Her membership on the Conflicts Committee also indicates a focus on good governance.

The filing explicitly states that the Board has determined Ms. Bush meets independence requirements under NYSE standards. Furthermore, she has been appointed to the Conflicts Committee, which is specifically tasked with overseeing potential conflicts. There are no disclosed arrangements or understandings, family relationships, or reportable transactions with the Company that would suggest a conflict.

The financial impact is expected to be minimal and related to standard director compensation. The report indicates Ms. Bush will receive 'customary compensation for non-executive directors,' which is a routine operational expense for a company with a Board of Directors. No other financial implications are disclosed in this filing.

While not detailed in this specific filing, a Conflicts Committee on a Board of Directors is typically responsible for reviewing and approving related-party transactions and other matters that may present potential conflicts of interest for the company or its management, ensuring fair dealing and compliance.