01—Abstract
Summary
Summary of the 8-K filed April 24, 2026. Cited figures are marked; the original filing is the authoritative source.
KKR & Co. Inc. (KKR) held a special meeting of stockholders on April 21, 2026, where four out of five proposals related to amendments to its Certificate of Incorporation were approved.
Key among these approvals are changes that will grant the Board sole authority to fill director vacancies and streamline the charter, along with establishing stockholder meetings as the sole mechanism for approving matters requiring a vote. These amendments are contingent on filing with the Secretary of State of Delaware and are expected to become effective by the Sunset Date. However, a significant proposal to remove supermajority voting requirements for amending certain charter provisions (Proposal 1) did not pass at the initial meeting, receiving 85.97%a of outstanding common stock support, which falls short of the required 90% threshold.
Consequently, the meeting has been adjourned to May 21, 2026, to solicit additional proxies for Proposal 1. This adjournment provides an opportunity for KKR to seek the necessary votes to lower this high threshold, which could impact future governance flexibility.
02—Key points
Key Highlights
- Four of the five proposals presented at the Special Meeting were approved by stockholders.
- Approved amendments grant the Board of Directors sole authority to fill board vacancies and streamline the Company's Certificate of Incorporation.
- Stockholder meetings are now the sole mechanism for approving matters requiring a vote, as per an approved amendment.
- Proposal 1, seeking to eliminate the 90% supermajority voting requirement for certain charter amendments, failed to meet the threshold at the initial meeting, receiving 85.97% support.
- The Special Meeting has been adjourned to May 21, 2026, to allow KKR to solicit additional votes for Proposal 1.
- All approved charter amendments are expected to become effective by the Sunset Date upon filing with the State of Delaware.
03—Questions
Frequently Asked Questions
What were the main outcomes of the KKR Special Meeting on April 21, 2026?
The main outcomes were the approval of four out of five proposals. These included amendments that give the Board sole authority to fill director vacancies, streamline the charter, and establish stockholder meetings as the exclusive forum for voting on relevant matters. However, a proposal to lower the supermajority voting requirement for charter amendments did not pass and the meeting was adjourned to seek more votes.
Why was the Special Meeting adjourned?
The Special Meeting was adjourned specifically for Proposal 1, which aimed to remove the supermajority voting requirement (90% of outstanding common stock) for amending certain provisions of the Company's charter. This proposal received 85.97% of the outstanding common stock votes, falling short of the required threshold. The adjournment is intended to allow KKR to solicit additional proxies to achieve the necessary 90% approval.
When will the Special Meeting reconvene and what will be voted on?
The Special Meeting will reconvene as the Reconvened Meeting on May 21, 2026, at 2:00 P.M. Eastern Time. The primary purpose of the Reconvened Meeting is to hold a vote on Proposal 1, the amendment to remove the supermajority voting requirement for charter amendments. Holders of record as of February 24, 2026, will be entitled to vote.
What is the significance of the approved charter amendments?
The approved amendments are expected to enhance corporate governance efficiency. Granting the Board sole authority to fill vacancies and fixing the board size streamline the process of board composition. Designating stockholder meetings as the sole approval mechanism clarifies and consolidates the voting process for shareholders.
04—Continue