💌 What This Document Is 📃

This document is a Definitive Proxy Statement (DEF 14A). Think of this filing as the official instruction manual for the annual vote of Ares Management Corporation’s shareholders. It details everything necessary for you to participate in the 2026 Annual Meeting of Stockholders. Since the proxy materials are being distributed electronically, the goal is to make sure every stockholder knows how and when to cast their vote.

👉 The key takeaway here is that this isn't a report on financial results, but rather a playbook explaining how the company is managed and what decisions the stockholders will vote on.

🏢 What Ares Management Does 🌎

Ares Management Corporation is a major player in the investment management industry. In simple terms, Ares manages vast pools of money (assets) for its investors and clients. They don't own the underlying companies directly, but they make investment decisions across different sectors, including credit, private equity, and real estate.

👉 This means Ares’s value is tied to its ability to identify opportunities, manage risk, and generate returns for its partners, making it a complex, highly regulated business.

📅 Annual Meeting Logistics and Dates 🗓️

The Annual Meeting of Stockholders is the formal yearly gathering where owners (the shareholders) get to vote on the company's governance. This meeting is crucial because it allows shareholders to elect the board and ratify the company's independent accountants.

• Annual Meeting Date: The meeting is scheduled for June 8, 2026, at 1:00 p.m. Eastern Time.
• Format: The meeting will be conducted in a virtual-only format; stockholders cannot attend in person.
• Record Date: To be counted as a voting stockholder, you must be a stockholder of record as of the close of business on April 13, 2026.
• Proxy Materials: The notices and materials are becoming available starting on or about April 21, 2026.

✅ The Key Proposals for Vote 🗳️

The stockholders are asked to vote on two primary proposals that govern the company's leadership and compliance structure. The Board of Directors recommends voting FOR both proposals.

• Proposal 1: Election of Directors. This proposal involves electing directors for one-year terms expiring in 2027. The nominees include Michael J. Arougheti, Ashish Bhutani, R. Kipp deVeer, David B. Kaplan, Paul G. Joubert, Michael Lynton, Bennett Rosenthal, Antoinette Bush, Eileen Naughton, Dr. Judy D. Olian, and Antony P. Ressler. 👉 Why it matters: Electing the right people to the board is critical because these directors are the fiduciaries responsible for overseeing management and protecting shareholder interests.
• Proposal 2: Ratification of Auditor. This asks stockholders to ratify the selection of Ernst & Young LLP as the independent registered public accounting firm for the 2026 fiscal year. 👉 Why it matters: This vote affirms that the board and shareholders trust E&Y to conduct the necessary financial audits, which are critical for providing credibility to the company's financial statements.

⚖️ Corporate Governance & Leadership Structure 👔

The governance section outlines who runs the company and how conflicts of interest are managed. The Board of Directors is composed of experienced professionals from various sectors.

• Separation of Roles: The company maintains a clear separation of key roles: Michael J. Arougheti serves as the Chief Executive Officer (CEO), while Antony P. Ressler serves as the Executive Chairman of the Board. 👉 Why it matters: This separation is often viewed as a governance best practice, allowing the CEO to focus on daily operations while the Executive Chairman focuses on high-level strategic oversight of the Board.
• Board Insight: The Board has deemed Ashish Bhutani, Antoinette Bush, Paul G. Joubert, Michael Lynton, Eileen Naughton, and Dr. Judy D. Olian to be "independent" directors, which aligns with major stock exchange governance requirements.

🧑‍⚖️ Board Committee Oversight 📜

The Board has established several specialized committees to manage different areas of risk and oversight. These committees ensure that no single operational area is overlooked.

• Audit Committee: Members include Paul G. Joubert, Antoinette Bush, and Dr. Judy D. Olian. Their core purpose is to monitor the integrity of financial statements and oversee the independent accounting firm (E&Y).
• Compensation Committee: Members include Paul G. Joubert, Michael Lynton, Ashish Bhutani, Antoinette Bush, Eileen Naughton, and Dr. Judy D. Olian. Michael Lynton currently serves as the committee chairman.
• Committee Roles: The Audit Committee is responsible for reviewing and approving related-person transactions, while the Compensation Committee guides the company’s approach to executive pay.

📈 Risk Management and Compensation Philosophy 🛡️

Ares Management details its proactive approach to risk, particularly regarding executive pay. The goal is to incentivize long-term, sensible investment decisions and discourage excessive risk-taking.

• Incentive Structure: Key elements of the compensation program include granting equity and carried interest subject to multi-year vesting or annual incentive fees.
• Long-Term Focus: The company structures payments so that professionals must first return capital to investors and provide a preferred return before earning carried interest. 👉 Why it matters: This structure forces investment professionals to adopt a long-term, cautious perspective, as short-term losses can negatively affect future incentive fees.

🖥️ Logistics and Voting Instructions 📧

The proxy statement provides specific, detailed instructions on how stockholders can vote, whether they attend the virtual meeting or vote remotely.

• Voting Methods: Stockholders have three options for voting:
  1. Internet: Via www.proxyvote.com.
  2. Phone: Using a touch-tone system (calling (800) 690-6903 for personal shares or (800) 454-8683 for shares through a broker).
  3. Mail: By returning a physical proxy card (no postage required).
• Proxy Receipt: The notice and materials are available starting on or about April 21, 2026.
• Deadline: For non-electronic voting, the final instructions must be received by 11:59 p.m. Eastern Time on June 7, 2026.
• Technical Support: Technical support will be available 15 minutes prior to and through the conclusion of the meeting.

📞 Key Contacts and Resources ℹ️

For further questions about the Annual Meeting or the proxy materials, stockholders are directed to the company’s Investor Relations department.

• Company: Ares Management Corporation
• Attention: Investor Relations
• Address: 245 Park Avenue, 44th Floor, New York, NY 10167
• Phone: (U.S.) (888) 818-5298 / (International) (212) 808-1101

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🧠 The Analogy

Voting at the Annual Meeting of a large financial institution like Ares Management is like being a shareholder in a huge cruise ship. You, the shareholder, are the owner, and the board of directors are the captain and crew. The proxy statement is the owner’s handbook for the year. It doesn't tell you if the ship had a smooth journey (that's the financial report); instead, it tells you who you get to vote to keep the captain (the CEO) and the chief navigation officer (the board) on board for the next year, and whether you approve of the safety protocols (the audit firm).

🧩 Final Takeaway

This proxy statement is entirely about corporate governance, not current financial performance. Its primary message is to guide shareholders through the complex voting process for the election of directors and the approval of the independent auditor for the 2026 fiscal year.