Summary
KKR & Co. Inc. (KKR) announced a key addition to its Board of Directors. On December 31, 2021, Matthew Cohler was appointed as a new director. This appointment expands the Board's size to sixteen members, a change approved by KKR Management LLP, the sole holder of the Series I preferred stock. Mr. Cohler's appointment is accompanied by standard compensation arrangements for non-executive directors, including an annual cash retainer and an equity grant in the form of restricted stock units. Investors should note that this filing also includes a press release detailing this appointment, which is furnished as an exhibit. The core focus of this 8-K is the governance change and the onboarding of new board leadership.
Key Highlights
- 1Matthew Cohler appointed to the KKR & Co. Inc. Board of Directors, effective December 31, 2021.
- 2The Board of Directors size has been increased to sixteen members.
- 3Mr. Cohler will receive a prorated 2022 annual cash retainer of $110,000.
- 4Mr. Cohler received a prorated equity grant of 2,330 restricted stock units vesting on October 1, 2022.
- 5KKR Management LLP, as sole holder of Series I preferred stock, approved the board expansion and Mr. Cohler's appointment.
- 6KKR entered into its customary indemnification agreement with Mr. Cohler.
- 7A press release announcing Mr. Cohler's appointment is furnished as Exhibit 99.1.
Frequently Asked Questions
Matthew Cohler has been appointed to the Board of Directors of KKR & Co. Inc. While the filing does not provide extensive background on Mr. Cohler's qualifications, his addition signifies a change in the company's governance structure and brings new perspectives to the Board's oversight.
Mr. Cohler's compensation is in line with KKR's standard practice for non-executive directors. He will receive a prorated cash retainer of $110,000 for 2022 and a prorated equity grant of 2,330 restricted stock units. These amounts are standard for board service and do not represent an unusual financial burden.
Item 5.07 clarifies that the increase in the Board size to sixteen directors and the appointment of Mr. Cohler were approved by KKR Management LLP, acting as the sole holder of the Series I preferred stock, through a written consent. This indicates the internal approval process for these governance changes.
Information furnished under Item 7.01 of Form 8-K, including press releases, is generally not considered 'filed' under the Securities Exchange Act of 1934. This means it does not automatically become part of KKR's ongoing reporting obligations and liability, unlike information that is formally 'filed'.