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): December 9, 2024
Apollo Global Management, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-41197 | 86-3155788 | ||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
9 West 57th Street, 42nd Floor
New York, New York 10019
(Address of principal executive offices) (Zip Code)
(212) 515-3200
(Registrant’s Telephone Number, Including Area Code)
N/A
(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 | APO | New York Stock Exchange | ||
| 6.75% Series A Mandatory Convertible Preferred Stock | APO.PRA | New York Stock Exchange | ||
| 7.625% Fixed-Rate Resettable Junior Subordinated Notes due 2053 | APOS | 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 9, 2024, the Compensation Committee of the Board of Directors of Apollo Global Management, Inc. (“AGM”) approved a grant of restricted stock units (“RSUs”) providing the right to receive shares of AGM common stock with a value of $10 million to Martin Kelly, AGM’s Chief Financial Officer. The RSUs, which will be granted on December 20, 2024, are in recognition of Mr. Kelly’s performance, and are intended to retain Mr. Kelly and more closely align his compensation level with our peer group. The RSU award will be considered when making annual compensation determinations for Mr. Kelly for the next three years, and is intended to provide $3.3 million per year over such period. The RSUs are subject to the satisfaction of an AGM performance fee income requirement and the underlying shares will not be delivered until 2028. If Mr. Kelly voluntarily resigns before December 31, 2027, delivery of the shares underlying the vested RSUs will be delayed for two years until 2030. No shares underlying the RSUs will be delivered if Mr. Kelly breaches certain applicable restrictive covenants (including non-competition and non-solicitation provisions) or if he is terminated for cause. Dividend equivalents will be paid with respect to the RSUs.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: December 13, 2024
| APOLLO GLOBAL MANAGEMENT, INC. | |||
| By: | /s/ Jessica L. Lomm | ||
| Name: Jessica L. Lomm | |||
| Title: Vice President and Secretary | |||
