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Carlyle Group (CG) holders approve equity plan, board slate and auditor

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

The Carlyle Group Inc. held its 2026 Annual Meeting of Shareholders on June 3, 2026, where investors elected thirteen directors for one-year terms and approved an amended and restated 2012 Equity Incentive Plan previously cleared by the Board.

Director nominees generally received over 288 million votes in favor, with Harvey M. Schwartz receiving 299,883,948 votes for and 2,435,697 withheld. Shareholders ratified Ernst & Young LLP as independent registered public accounting firm for 2026 with 325,337,355 votes for and 7,384,983 against.

The amended and restated equity incentive plan was approved with 252,707,398 votes for and 49,426,621 against. A non-binding say-on-pay resolution on named executive officer compensation also passed, receiving 246,902,606 votes for and 54,984,239 against, with 432,800 abstentions.

Positive

  • None.

Negative

  • None.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Equity plan approval votes for 252,707,398 votes Approval of Amended and Restated 2012 Equity Incentive Plan
Equity plan votes against 49,426,621 votes Approval of Amended and Restated 2012 Equity Incentive Plan
Auditor ratification votes for 325,337,355 votes Ratification of Ernst & Young LLP for 2026
Say-on-pay votes for 246,902,606 votes Advisory vote on named executive officer compensation
Say-on-pay votes against 54,984,239 votes Advisory vote on named executive officer compensation
Votes for Harvey M. Schwartz 299,883,948 votes Election to Board of Directors
Broker non-votes on equity plan 30,694,352 votes Approval of Amended and Restated 2012 Equity Incentive Plan
Amended and Restated 2012 Equity Incentive Plan financial
"shareholders approved The Carlyle Group Inc. Amended and Restated 2012 Equity Incentive Plan"
broker non-votes financial
"252,707,398 | 49,426,621 | 185,626 | 30,694,352 broker non-votes"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
independent registered public accounting firm financial
"Ratification of Ernst & Young LLP as Our Independent Registered Public Accounting Firm for 2026"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
Non-Binding Vote to Approve Named Executive Officer Compensation financial
"Item 4. Non-Binding Vote to Approve Named Executive Officer Compensation (“Say-on-Pay”)"
say-on-pay financial
"Non-Binding Vote to Approve Named Executive Officer Compensation (“Say-on-Pay”)"
A say-on-pay is a shareholder vote that gives investors a chance to approve or disapprove a company’s executive compensation packages, typically held at annual meetings. It matters because the vote signals investor satisfaction with how leaders are paid—like customers rating how well managers are rewarded—and can push boards to change pay plans, reducing governance risk and affecting investor confidence and stock value even though the vote is usually advisory rather than legally binding.
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Understanding 8-K Material Events →
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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 3, 2026
Carlyle_Logo_RGB.jpg
The Carlyle Group Inc.
(Exact name of registrant as specified in its charter)
Delaware
 
001-35538
 
45-2832612
(State or Other Jurisdiction
of Incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
1001 Pennsylvania Avenue, NW
Washington, DC 20004-2505
(Address of Principal Executive Offices, Including Zip Code)
(202) 729-5626
(Registrant’s Telephone Number, Including Area Code)
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
CG
The Nasdaq Global Select Market
4.625% Subordinated Notes due 2061 of Carlyle Finance
L.L.C.
CGABL
The Nasdaq Global Select Market
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 June 3, 2026, The Carlyle Group Inc. (the “Company”) held its 2026 Annual Meeting of Shareholders (the “Annual
Meeting”). As further described in Item 5.07 below, at the Annual Meeting, the Company’s shareholders approved The Carlyle
Group Inc. Amended and Restated 2012 Equity Incentive Plan (the “Equity Incentive Plan”), which had been previously
approved by the Company’s Board of Directors (the “Board”), subject to shareholder approval.
A description of the Equity Incentive Plan is set forth in the section entitled “Item 3. Approval of The Carlyle Group Inc.
Amended and Restated 2012 Equity Incentive Plan” starting on page 33 of the Company’s Definitive Proxy Statement on
Schedule 14A, filed with the U.S. Securities and Exchange Commission on April 23, 2026 (the “Proxy Statement”), which is
incorporated herein by reference. The description is qualified in its entirety by reference to the Equity Incentive Plan, a copy of
which is attached hereto as Exhibit 10.1.
Item 5.07
Submission of Matters to a Vote of Security Holders.
On June 3, 2026, the Company held its Annual Meeting. The Company’s shareholders considered four proposals, each of which
is described in more detail in the Proxy Statement. The final voting results for each matter submitted to a vote of shareholders at
the Annual Meeting were as follows:
Item 1.  Election to Our Board of Directors of Thirteen Director Nominees for a One-Year Term
FOR
WITHHELD
BROKER NON-VOTES
William E. Conway, Jr.
294,669,209
7,650,436
30,694,352
David M. Rubenstein
294,696,355
7,623,290
30,694,352
Daniel A. D’Aniello
294,883,924
7,435,721
30,694,352
Harvey M. Schwartz
299,883,948
2,435,697
30,694,352
Afsaneh Beschloss
300,033,486
2,286,159
30,694,352
Sharda Cherwoo
299,762,668
2,556,977
30,694,352
Linda H. Filler
299,512,926
2,806,719
30,694,352
Lawton W. Fitt
288,425,619
13,894,026
30,694,352
James H. Hance, Jr.
294,784,933
7,534,712
30,694,352
Mark S. Ordan
293,285,680
9,033,965
30,694,352
Derica W. Rice
294,488,714
7,830,931
30,694,352
William J. Shaw
294,377,755
7,941,890
30,694,352
Anthony Welters
287,620,659
14,698,986
30,694,352
Item 2.  Ratification of Ernst & Young LLP as Our Independent Registered Public Accounting Firm for 2026
FOR
AGAINST
ABSTAIN
BROKER NON-VOTES
325,337,355
7,384,983
291,659
—
Item 3. Approval of The Carlyle Group Inc. Amended and Restated 2012 Equity Incentive Plan
FOR
AGAINST
ABSTAIN
BROKER NON-VOTES
252,707,398
49,426,621
185,626
30,694,352
Item 4.  Non-Binding Vote to Approve Named Executive Officer Compensation (“Say-on-Pay”)
FOR
AGAINST
ABSTAIN
BROKER NON-VOTES
246,902,606
54,984,239
432,800
30,694,352
Item 9.01
Financial Statements and Exhibits.
(d)Exhibits.
Exhibit No.
 
 
Description
10.1+
The Carlyle Group Inc. Amended and Restated 2012 Equity Incentive Plan.
104
Cover Page Interactive Data File (embedded within the Inline XBRL document).
+
Management contract or compensatory plan or arrangement in which directors and/or executive officers are eligible to
participate.
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.
 
 
The Carlyle Group Inc.
Date: June 5, 2026
 
 
By:
 
/s/ Jeffrey W. Ferguson
 
 
Name:
 
Jeffrey W. Ferguson
 
 
Title:
 
General Counsel

Source: View Original Filing on SEC EDGAR

FAQ

What did Carlyle Group (CG) shareholders approve at the 2026 annual meeting?

Shareholders approved all four proposals, including electing thirteen directors, ratifying Ernst & Young LLP as auditor, adopting an amended and restated 2012 Equity Incentive Plan, and passing the advisory say-on-pay vote on executive compensation.

How did Carlyle Group (CG) shareholders vote on the amended 2012 Equity Incentive Plan?

The amended and restated 2012 Equity Incentive Plan was approved with 252,707,398 votes for, 49,426,621 against, 185,626 abstentions, and 30,694,352 broker non-votes, indicating solid though not unanimous support for continuing equity-based compensation programs.

Were all Carlyle Group (CG) director nominees elected at the 2026 meeting?

All thirteen director nominees were elected. For example, Harvey M. Schwartz received 299,883,948 votes for and 2,435,697 withheld, while other nominees such as Afsaneh Beschloss and Sharda Cherwoo also obtained strong majority support in the shareholder vote.

Which audit firm did Carlyle Group (CG) shareholders ratify for 2026?

Shareholders ratified Ernst & Young LLP as Carlyle Group’s independent registered public accounting firm for 2026, with 325,337,355 votes for, 7,384,983 against, and 291,659 abstentions, and no broker non-votes recorded on this agenda item.

How did Carlyle Group (CG) shareholders vote on executive compensation (say-on-pay)?

The non-binding say-on-pay proposal passed, with 246,902,606 votes for, 54,984,239 against, 432,800 abstentions, and 30,694,352 broker non-votes, providing advisory shareholder approval of named executive officer compensation for the year.

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

Other Documents