DEFA14A 1 tm2124596d1_defa14a.htm DEFA14A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant x

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
x	Definitive Additional Materials
¨	Soliciting Material under §240.14a-12

OWL ROCK CAPITAL CORPORATION II
(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):
x	No fee required.
¨	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
	(1)	Title of each class of securities to which transaction applies:

	(2)	Aggregate number of securities to which transaction applies:

	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

	(4)	Proposed maximum aggregate value of transaction:

	(5)	Total fee paid:

¨	Fee paid previously with preliminary materials.
¨	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
	(1)	Amount Previously Paid:

	(2)	Form, Schedule or Registration Statement No.:

	(3)	Filing Party:

	(4)	Date Filed:

Subject: Upcoming Owl Rock BDC Annual Meetings

Hi XX,

I hope you’re well.

I wanted to make sure you received the proxy materials for our upcoming annual meetings which were distributed a few weeks ago, and check in on whether you had any questions about the proposals on the ballot since we have not received your vote. Copies of the proxy materials for Owl Rock Capital Corporation II can be found here.

By way of background, there are 3 proposals on the ballot this year:

(i)            To elect two board members, Christopher M. Temple and Melissa Weiler, for 3-year terms

(ii)           To ratify the appointment of KPMG LLP as independent registered public accounting firm for the fiscal year ending December 31, 2021

(iii)          To transact other business as may properly come before the annual meeting, or any postponement or adjournment thereof

We’d very much appreciate your vote for these proposals at your earliest convenience. If you have any questions about the proposals or how to vote, please let us know and we would be happy to help.

Thank you for your support,

***

Subject: Upcoming Annual Shareholder Meetings - Please Vote

All – We wanted to make you aware that proxy materials for ORCC, ORCC II, ORCC III, ORCIC and ORTF were sent to all shareholders on July 9, 2021. If you were a shareholder of record on July 6, 2021, we would encourage you to vote as soon as possible by going to www.proxyvote.com or by calling 1-800-690-6903 and providing the control # which is listed in the email or proxy card you received.

There are 3 proposals on the ballot this year:

(i)            To elect two board members, Christopher M. Temple and Melissa Weiler, for 3-year terms

(ii)           To ratify the appointment of KPMG LLP as independent registered public accounting firm for the fiscal year ending December 31, 2021

(iii)          To transact other business as may properly come before the annual meeting, or any postponement or adjournment thereof

The Board of Directors unanimously recommend investors vote “FOR” each of the proposals. The voting deadline is August 25, 2021 at 11:59 PM EST.

Please let us know if you have any questions.

Thanks,

***

Solicitation Script

OWL ROCK CAPITAL CORPORATION II

Meeting Date: August 26, 2021

Toll Free Number: 855-200-7745

Inbound Greeting:

Thank you for calling the Broadridge Proxy Services Center for OWL ROCK CAPITAL CORPORATION II. My name is <Agent Name>. How may I assist you today?

General Outbound Greeting:

Good day, may I please speak with Mr./Ms. <full name as it appears on registration>?

Hello Mr./Ms. <Shareholder’s Last Name>. My name is <agent name> and I am a proxy voting specialist calling on behalf of OWL ROCK CAPITAL CORPORATION II to confirm you have received the proxy materials for the annual meeting of shareholders scheduled for August 26, 2021. Have you received proxy materials?

Near Meeting Date Outbound Greeting:

Good day, may I please speak with Mr./Ms. <full name as it appears on registration>?

Hello Mr./Ms.<last name>. My name is <agent name> and I am a proxy voting specialist calling on behalf of OWL ROCK CAPITAL CORPORATION II to confirm you have received the proxy materials for the annual meeting of shareholders scheduled in just a few days on August 26, 2021. Have you received proxy materials?

Adjournment Outbound Greeting:

Good day, may I please speak with Mr./Ms. <full name as it appears on registration>?

Hi Mr. /Ms. _____________, my name is <Agent Name> and I am a proxy voting specialist calling on behalf of your current investment with OWL ROCK CAPITAL CORPORATION II. Due to the lack of shareholder participation, the annual meeting of shareholders has been adjourned to <date/time>. Have you received proxy materials?

Voting:

Your board has recommended a vote IN FAVOR of the proposals. Would you like to vote along with the recommendations of the board for all your accounts?

Thank you, I am recording your <for, against, abstain> vote. For confirmation purposes, please state your full name.

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And according to our records, you currently reside in <read street address, city, and state > is that correct? For confirmation purposes, please state your zip code.

Thank you. You will receive a confirmation of your voting instructions within 5 days. If you have any questions, please contact us at this toll-free number 855-200-7745.

Mr./Ms. <Shareholder’s Last Name>, your vote is important, and your time is appreciated. Thank you and have a good <day, evening, night>.

If Unsure of voting or does not want to vote along with the recommendation of the Board:

Would you like me to review the proposals with you? <After review, ask them if they would like to vote now over the phone>.

If not received/Requesting material to be re-mailed:

I can resend the proxy materials to you, or I can review the proposals with you and record your vote immediately by phone. <Pause for response>

After review, ask them if they would like to vote now over the phone:

Your Board recommends that you vote “FOR” the proposals. Would you like to vote along with the recommendations of the Board for all your accounts?

If they don’t want proposals reviewed:

Do you have an email address this can be sent to? <If yes, enter the email address in the notes and read it back phonetically to the shareholder.>

Thank you. You should receive the proxy materials shortly and the materials will inform you of the methods available to cast your vote, one of which is to call us back at 855-200-7745.

If Not Interested:

I am sorry for the inconvenience. Please be aware that as a shareholder, your vote is very important. Please fill out and return your proxy card at your earliest convenience. If you would rather not do that, you can always vote via the other methods outlined in the proxy materials. Thank you again for your time today, and have a wonderful day/evening.

ANSWERING MACHINE MESSAGE:

Hello, my name is <Agent Name> and I am a proxy voting specialist calling on behalf of OWL ROCK CAPITAL CORPORATION II. You should have received proxy material electronically or in the mail concerning the annual meeting of shareholders to be held on August 26, 2021.

Your vote is very important. Please sign, date and promptly mail your proxy card in the postage-paid envelope provided. Internet and telephone voting are also available. To vote over the Internet please follow the instructions provided in the proxy materials. If you have any questions, would like to vote over the telephone or need new proxy materials, call toll-free at 855-200-7745 and a proxy voting specialist will assist you. Specialists are available Monday through Friday, 9AM to 10PM Eastern Time. Voting takes just a few moments and will benefit all shareholders. Thank you for your prompt attention to this matter.

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AUTOMATED ANSWERING MACHINE MESSAGE:

Hello, this is the Broadridge Proxy Services Center calling with an important message on behalf of OWL ROCK CAPITAL CORPORATION II. You should have received proxy material electronically or in the mail concerning the annual meeting of shareholders to be held on August 26, 2021.

FUND RECORDED ANSWERING MACHINE MESSAGE 1:

Hello, this is <Fund Representative> calling you with an important message concerning your investment with OWL ROCK CAPITAL CORPORATION II. You should have received proxy material electronically or in the mail concerning the annual meeting of shareholders to be held on August 26, 2021.

FUND RECORDED ANSWERING MACHINE MESSAGE 2:

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FUND RECORDED ANSWERING MACHINE MESSAGE 3:

Hello, this is <Fund Representative> calling you with an urgent message concerning your investment with OWL ROCK CAPITAL CORPORATION II. You have probably received several messages concerning this annual meeting either electronically, by mail or by phone. That is because the meeting date is just a few days away on August 26, 2021 and we need your help.

INBOUND - CLOSED RECORDING:

Thank you for calling the Broadridge Proxy Services Center. Our offices are now closed. Please call us back during our normal business hours which are Monday through Friday, 9AM to 10PM Eastern Time. Thank you.

INBOUND - CALL IN QUEUE MESSAGE:

Thank you for calling the Broadridge Proxy Services Center. Our proxy specialists are currently assisting other shareholders. Your call is important to us. Please continue to hold and your call will be answered in the order in which it was received.

END OF CAMPAIGN MESSAGE:

Thank you for calling the Broadridge Proxy Services Center. The Shareholder meeting has been held and as a result, this toll-free number is no longer in service for proxy related calls. If you have questions about your investment, please contact your Financial Advisor or the fund company directly. Thank you and have a nice day.

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