8-KShareholder Matters

KKR & Co. Inc. 8-K Report, Shareholder Vote Results (May 28, 2026)

Filed May 28, 2026For Securities:KKRKKRTKKR-PDKKRS

Summary

KKR & Co. Inc. filed an 8-K on May 28, 2026, to report on the outcome of its reconvened special meeting of stockholders held on May 21, 2026. The primary focus was Proposal 1, which aimed to eliminate a supermajority (90%) voting requirement for amending certain provisions of the Company's charter. While other proposals (2, 3, and 4) were approved at an earlier meeting, Proposal 1 did not proceed to a vote due to a lack of quorum.

Key Highlights

  • 1Proposal 1, intended to reduce the supermajority voting threshold for charter amendments from 90% to a lower requirement, was not voted on.
  • 2A quorum, defined as the presence of holders of at least 90% of the outstanding common stock (802,395,805 shares), was not achieved for Proposal 1 at the reconvened meeting.
  • 3The special meeting was adjourned without conducting any business related to Proposal 1.
  • 4Proposals 2, 3, and 4, related to charter amendments, had previously been approved by stockholders.
  • 5The Series I preferred stockholder and common stockholders showed strong support for Proposal 1, with 97.83% of votes cast in favor and 86.60% of outstanding shares voting in favor, but this was insufficient without a quorum.
  • 6The company concluded the reconvened special meeting without further adjournment.

Frequently Asked Questions

The primary purpose was to allow stockholders to vote on Proposal 1, which sought to eliminate the supermajority voting requirement (90% of outstanding common stock) needed to amend certain provisions of KKR's Second Amended and Restated Certificate of Incorporation.

A quorum, requiring at least 90% of the outstanding common stock to be present, was not met for Proposal 1 at the reconvened special meeting. Consequently, the proposal could not be formally submitted for a vote.

The supermajority voting requirement of 90% to amend specific sections of the company's charter remains in effect. This means that significant stockholder support will continue to be necessary for future charter amendments related to these provisions.

No, Proposals 2, 3, and 4, which also involved amendments to the company's charter, were successfully approved by stockholders at an earlier special meeting held on April 21, 2026.