UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): June 15, 2022
KKR & Co. Inc.
(Exact name of registrant as specified in its charter)
Delaware
| 001-34820
| 88-1203639
|
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
30 Hudson Yards
New York, NY 10001
Telephone: (212) 750-8300
(Address, zip code, and telephone number, including
area code, of registrant’s principal executive office.)
NOT APPLICABLE
(Former name or former address, if changed since last report)
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 (see General Instruction A.2. below):
| ☐ | 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 |
Common Stock
| KKR
| New York Stock Exchange
|
| | | |
6.00% Series C Mandatory Convertible Preferred Stock
| KKR PR C
| New York Stock Exchange
|
| | | |
4.625% Subordinated Notes due 2061 of KKR Group Finance Co. IX LLC
| KKRS
| 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).
| ☐ | 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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On June 15, 2022, Raymond J. McGuire was appointed to the Board of Directors of KKR & Co. Inc.
Mr. McGuire will receive the customary 2022 annual cash retainer for non-executive directors of $110,000, which will be prorated based on his date of appointment. In addition, Mr. McGuire received the customary annual equity grant for non-executive directors under the Amended and Restated KKR & Co. Inc. 2019 Equity Incentive Plan of 1,202 restricted stock units (which is the prorated annual amount based on his date of appointment), which will vest on October 1, 2022. Mr. McGuire also entered into KKR’s customary indemnification agreement for non-executive directors.
Additionally, on June 15, 2022, the Board increased the size of the Audit Committee to four members and appointed Dane Holmes, an existing director, to serve on the Audit Committee.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On June 15, 2022, KKR Management LLP, by a written consent of the sole holder of the Series I preferred stock of KKR & Co. Inc., approved the increase in the number of directors constituting the entire Board to seventeen directors and approved the appointment of Mr. McGuire.
| Item 7.01 | Regulation FD Disclosure |
A copy of the press release announcing the appointment of Mr. McGuire to the Board of KKR is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
As provided in General Instruction B.2 of Form 8-K, the information in this Item 7.01 and the exhibit furnished by this Form 8-K shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall they be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
| Item 9.01 | Financial Statements and Exhibits. |
Exhibit No. | | Description |
Exhibit 99.1
| | Press release of KKR & Co. Inc., dated June 15, 2022, announcing the appointment of Raymond J. McGuire as director (this exhibit is furnished and not filed). |
| Exhibit 104 | | Cover Page Interactive Data File, formatted in Inline XBRL. |
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.
| | KKR & CO. INC. |
| | |
| Date: June 15, 2022 | By: | /s/ Christopher Lee |
| | Name: | Christopher Lee |
| | Title: | Assistant Secretary |
