$KKR·8-K

KKR & Co. Inc. · May 28, 4:15 PM ET

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KKR & Co. Inc. 8-K

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KKR & Co. Inc. Reconvened Special Meeting; Supermajority Charter Vote Not Held

What Happened
KKR & Co. Inc. filed an 8-K (May 28, 2026) reporting that its reconvened special meeting—originally convened April 21, 2026—concluded without a quorum for Proposal 1, so that proposal was not submitted to a vote. Proposal 1 sought to eliminate a 90% supermajority voting requirement in the company’s Second Amended and Restated Certificate of Incorporation. While the filing notes recorded support numbers for Proposal 1 (772,091,964 votes for, 17,097,954 against, 1,035,107 abstained), the required quorum of holders representing 90% of outstanding common stock (802,395,805 shares) was not present.

Key Details

  • Proposal 1 required approval by holders of at least 90% of outstanding common stock to amend the charter.
  • Recorded support at the time shown in the filing: 772,091,964 votes For (97.83% of votes cast; 86.60% of outstanding). Votes Against: 17,097,954. Abstentions: 1,035,107.
  • The company previously approved Proposals 2, 3 and 4 at the April 21, 2026 meeting (these relate to other charter amendments described in the proxy).
  • The reconvened meeting was concluded without conducting business on Proposal 1 and was not further adjourned.

Why It Matters
Because the meeting lacked the 90% quorum, KKR did not advance the charter amendment to remove the supermajority requirement—meaning the existing higher vote threshold remains in place for those charter changes. For investors, this preserves the current governance protection that makes certain charter amendments harder to approve and indicates no immediate change to shareholder voting rules from this proposal.

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