UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________

FORM 8-K

___________________________

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): ~~May 1~~June 9, 2025

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BLUE OWL CAPITAL INC.

(Exact name of registrant as specified in its charter)

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Delaware	001-39653	86-3906032
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)


399 Park Avenue,	New York,	NY	10022
(address of principal executive offices)

(212) 419-3000

(Registrant’s telephone number, including area code)

___________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

___________________________

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading symbol(s)	Name of each exchange on which registered
Class A Shares	OWL	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 25.~~02.~~07 ~~Results~~Submission of ~~Operations~~Matters ~~and~~to ~~Financial~~a ~~Condition.~~Vote of Security Holders

OnAnnual ~~May 1,~~Meeting ~~2025, Blue Owl Capital Inc. (the “Company”) reported its financial results for the quarter ended March 31, 2025. Copies~~ of ~~the Company’s press release and earnings presentation are attached as Exhibit 99.1 and Exhibit 99.2, respectively, and are incorporated herein by reference.~~Stockholders

~~The~~On ~~Company~~June 9, is2025, ~~making~~Blue ~~references~~Owl toCapital ~~non-GAAP~~Inc. ~~financial~~(the ~~information~~“Company”) inheld its annual meeting of stockholders (the ~~earnings~~“Annual ~~presentation~~Meeting”). The issued and ~~will~~outstanding ~~also~~shares ~~make~~of ~~references~~common tostock ~~non-GAAP~~of ~~financial~~the ~~information~~Company onentitled to vote at the ~~conference~~Annual ~~call~~Meeting consisted of the ~~Company~~shares isof ~~hosting~~common stock outstanding on ~~May~~the record date, April 117, 2025 (the “Record Date”), toincluding: ~~discuss~~(a) ~~its~~625,652,391 ~~financial~~shares ~~results~~of ~~for~~Class ~~the~~A ~~quarter~~common ~~ended~~stock, ~~March 31~~par value $0.0001 per share (“Class A Shares”), ~~2025~~representing 625,652,391 votes, (b) zero shares of Class B common stock, par value $0.0001 ~~Reconciliations~~per share, representing zero votes, (c) 613,693,976 shares of ~~these~~Class ~~non-GAAP~~C ~~financial~~common ~~measures~~stock, topar value $0.0001 per share (“Class C Shares”), representing 613,693,976 votes and (d) 308,619,203 shares of Class D common stock, par value $0.0001 per share (“Class D Shares”), representing 4,957,385,468 votes (or 80% of the ~~most~~total ~~comparable~~votes). ~~GAAP~~Holders ~~financial~~of ~~measures~~Class ~~are~~A ~~contained~~Shares, inClass C Shares and Class D Shares voted as a single class on all matters presented at the ~~earnings~~Annual ~~presentation~~Meeting. ~~These~~At ~~non-GAAP~~the ~~financial~~Annual ~~measures~~Meeting, ~~should~~the beCompany’s ~~considered~~stockholders voted on the following proposals, each of which is described in ~~addition~~more todetail in the Company’s definitive proxy statement filed on April 25, 2025, and ~~not~~the asCompany’s ainspector ~~substitute~~of ~~for~~election certified the vote tabulations indicated below. Of the total 6,196,731,835 orvotes ~~superior~~eligible to be cast at the Annual Meeting, ~~financial~~shares ~~measures~~entitled ~~presented~~to incast ~~accordance~~6,093,346,142 ~~with~~votes ~~GAAP~~were represented. The final results of the stockholder vote are set forth below.

~~The~~Proposal information in this Current Report on Form 8-K, including the exhibit attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, (“Exchange Act”) or otherwise subject to the liabilities of that section. The information in this Current Report on Form 8-K shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.1

The nominees listed below were elected as Class I directors of the Company to serve for three-year terms expiring at the 2028 Annual Meeting of Stockholders once their respective successors have been duly elected and qualified or until their earlier resignation or removal, based on the following votes:

The Company files annual, quarterly and current reports, proxy statements and other information required by the Exchange Act with the U.S. Securities and Exchange Commission (“SEC”). The Company makes available free of charge on its website (www.blueowl.com) its annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements and any amendments to those filings as soon as reasonably practicable after such material is electronically filed with or furnished to the SEC. The Company also uses its website (www.blueowl.com) to distribute company information, including assets under management and performance information related to its products, and such information may be deemed material. Accordingly, investors should monitor the Company’s website, in addition to its press releases, SEC filings and public conference calls and webcast. The contents of the Company’s website is not, however, a part of this report.


	FOR	AGAINST	ABSTAIN	BROKER NON-VOTES
Jennifer Brouse	5,867,202,790	146,748,168	93,313	79,301,871
Craig W. Packer	5,855,285,015	158,671,663	87,593	79,301,871
Dana Weeks	5,809,729,649	204,219,325	95,297	79,301,871

~~Item~~Proposal ~~8.01. Other Events.~~2

OnThe ~~May 1,~~proposal ~~2025,~~to ratify the ~~Company~~appointment ~~announced~~of aKPMG ~~cash~~LLP ~~dividend~~as ofthe ~~$0.225~~Company’s ~~per~~independent ~~Class~~registered Apublic ~~Share.~~accounting ~~The~~firm ~~dividend~~for isthe ~~payable~~Company’s ~~on May 28,~~ 2025, tofiscal ~~holders~~year ofwas ~~record~~approved asbased ofon the ~~close~~following ~~of business on May 14, 2025.~~votes:

Item 9.01. Financial Statements and Exhibits.


FOR	AGAINST	ABSTAIN
6,091,878,813	1,356,389	110,940

~~(d)~~Proposal ~~Exhibits~~3

Exhibit No.						Description
99.1						Press release of the Company, dated May 1, 2025.
99.2						Earnings presentation of the Company, dated May 1, 2025, reporting financial results for the quarter ended March 31, 2025, and the announcement of a dividend.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

The shareholders approved, on a non-binding advisory basis, the compensation paid to the Company’s named executive officers for the Company’s 2024 fiscal year (the “say-on-pay vote”) based on the following votes:


FOR	AGAINST	ABSTAIN	BROKER NON-VOTES
5,755,217,217	255,974,188	2,852,866	79,301,871

Proposal 4

The shareholders approved, on a non-binding advisory basis, a 3-year frequency of future advisory votes on the compensation paid to the Company’s named executive officers (the “say-on-frequency vote”) based on the following votes:


1 YEAR	2 YEARS	3 YEARS	ABSTAIN
435,716,096	194,263	5,575,525,215	2,608,697

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	BLUE OWL CAPITAL INC.
	(registrant)
Date: May 1, 2025	By:	/s/ Alan Kirshenbaum
Date: June 9, 2025	By:	/s/ Neena A. Reddy
		Alan Kirshenbaum
		Neena A. Reddy
		Chief Financial Officer
		General Counsel and Secretary

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