KKR & Co. Inc. 8-K

What Happened KKR & Co. Inc. filed an 8-K reporting the results of a special meeting of stockholders. Stockholders approved four proposed amendments to the company’s Second Amended and Restated Certificate of Incorporation (the “Existing Charter”) and a proposal to adjourn if additional votes were needed. One amendment—Proposal 1, to eliminate a supermajority voting requirement—received 766,481,570 votes in favor (85.97% of outstanding common stock) but required at least 90% to pass, so the vote on that item was adjourned to a reconvened meeting on May 21, 2026 at 2:00 P.M. ET (webcast at www.virtualshareholdermeeting.com/KKR2026SM). The Series I preferred stockholder voted “For” each proposal. Approved charter amendments will become effective as of the Proxy Statement’s Sunset Date upon filing and acceptance of the necessary Delaware Certificates of Amendment.

Key Details

• Proposal 1 (remove supermajority requirement): For = 766,481,570 (85.97% of outstanding); required ≥90%; reconvened meeting set for May 21, 2026 to solicit additional votes.
• Proposal 2 (make stockholder meetings the sole mechanism for approvals): For = 526,274,221 (59.03%); Against = 255,565,697; Abstain = 2,774,478 — Approved.
• Proposal 3 (give Board sole authority to fill vacancies/new directorships): For = 640,273,079 (71.82%); Against = 143,348,025; Abstain = 993,292 — Approved.
• Proposal 4 (fix Board size and streamline charter): For = 624,929,832 (70.09%); Against = 158,409,154; Abstain = 1,275,410 — Approved.
• Proposal 5 (adjourn meeting if needed to solicit additional proxies): For = 563,131,095 (63.16%); Against = 219,418,201; Abstain = 2,065,100 — Approved.
• Record date for voting: holders of common stock and Series I preferred as of close of business on Feb 24, 2026.

Why It Matters These votes change KKR’s corporate governance framework. Proposals 2–4 shift certain governance mechanics—centralizing some authority with the Board (filling vacancies, fixing board size) and defining stockholder meetings as the primary approval mechanism—which may affect how shareholder proposals and director appointments are handled going forward. Proposal 1 would remove a high (90%) supermajority barrier for charter amendments but has not yet passed; the adjournment gives KKR time to solicit additional votes before the May 21, 2026 reconvened meeting. Investors should monitor the reconvened vote outcome and the timing of any filed Certificates of Amendment, since those filings determine when the approved changes take legal effect.