KKR holders back charter changes; key vote delayed
KKR & Co. Inc. held a special stockholder meeting to vote on several amendments to its Second Amended and Restated Certificate of Incorporation and a related adjournment proposal.
Rhea-AI Filing Summary
KKR & Co. Inc. held a special stockholder meeting to vote on several amendments to its Second Amended and Restated Certificate of Incorporation and a related adjournment proposal. Four governance-related proposals and the adjournment proposal were approved, while a key voting-rights change remains pending.
Proposal 1, which would remove supermajority voting requirements to amend certain charter provisions, received support from 766,481,570 common shares, representing 85.97% of outstanding shares, but fell short of the 90% approval threshold and will be reconsidered at a reconvened virtual meeting on May 21, 2026. Proposals 2, 3, 4, and 5, covering stockholder meeting mechanics, board vacancy-filling authority, board size and charter streamlining, and adjournment authority, all passed with strong majorities. The sole Series I preferred stockholder voted in favor of each proposal, and approved charter amendments will become effective as of the Sunset Date once certificates are filed in Delaware.
Positive
- None.
Negative
- None.
Insights
KKR advanced several charter governance changes, while a key supermajority reform remains pending.
KKR secured stockholder approval for amendments that centralize board vacancy appointments with the board, define board size in the charter, and make stockholder meetings the exclusive mechanism for common stockholder approvals. These changes modestly streamline governance without altering economic terms.
Proposal 1, to eliminate supermajority voting requirements, gained 766,481,570 votes, or 85.97% of outstanding common shares, but still needs at least 90%. The adjournment to May 21, 2026 allows more time to solicit support for this structural voting-rights change.
All approved charter amendments become effective as of the Sunset Date after Delaware filings, so their impact is staged rather than immediate. Future disclosures around the reconvened meeting outcome will clarify whether KKR fully transitions away from supermajority constraints.
8-K Event Classification
Item 5.07 — Submission of Matters to a Vote of Security Holders
1 item
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.
Key Figures
Proposal 1 votes for: 766,481,570 shares
Proposal 1 threshold: 90% of outstanding common stock
Proposal 2 votes for: 526,274,221 shares
+4 more
7 metrics
Proposal 1 votes for
766,481,570 shares
Votes for eliminating certain supermajority voting requirements; 85.97% of outstanding
Proposal 1 threshold
90% of outstanding common stock
Required approval level to remove supermajority voting requirements
Proposal 2 votes for
526,274,221 shares
59.03% of outstanding for meetings as sole approval mechanism
Proposal 3 votes for
640,273,079 shares
71.82% of outstanding for board authority to fill vacancies
Proposal 4 votes for
624,929,832 shares
70.09% of outstanding to fix board size and streamline charter
Proposal 5 votes for
563,131,095 shares
63.16% of outstanding to adjourn the meeting if needed
Reconvened meeting date
May 21, 2026
Date to reconsider Proposal 1 at 2:00 P.M. Eastern Time
Key Terms
supermajority voting requirements, Second Amended and Restated Certificate of Incorporation, Series I preferred stock, broker non-votes, +1 more
5 terms
supermajority voting requirements regulatory
"remove the supermajority voting requirements for stockholders to amend certain provisions"
Second Amended and Restated Certificate of Incorporation regulatory
"amendments to the Second Amended and Restated Certificate of Incorporation"
Series I preferred stock financial
"Holders of record of the Company’s common stock and the non-economic Series I preferred stock"
broker non-votes regulatory
"Votes Abstained | | Broker Non-Votes 526,274,221"
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.
Sunset Date regulatory
"amendments to the Existing Charter approved at the Special Meeting will be effective as of the Sunset Date"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What did KKR (KKR) stockholders vote on at the special meeting?
KKR stockholders voted on four amendments to the Second Amended and Restated Certificate of Incorporation and one adjournment proposal. These covered voting mechanics, board vacancy appointments, board size, charter streamlining, and whether to continue soliciting votes on a key supermajority voting change.
Did KKR (KKR) stockholders approve removing supermajority voting requirements?
Stockholders strongly supported removing certain supermajority voting requirements, with 766,481,570 votes representing 85.97% of outstanding common shares in favor. However, approval requires at least 90% of outstanding common shares, so this proposal remains pending and will be reconsidered at a reconvened meeting.
Which KKR (KKR) charter amendments were approved at the special meeting?
Stockholders approved amendments making stockholder meetings the sole approval mechanism for common stock votes, granting the Board sole authority to fill vacancies and new directorships, and fixing board size while streamlining the charter. Each proposal received solid majorities of votes cast and outstanding shares.
When will KKR’s approved charter amendments become effective?
Approved amendments to KKR’s Existing Charter become effective as of the Sunset Date, after filing and acceptance of Certificates of Amendment with Delaware’s Secretary of State. The company expects these filings to occur before the Sunset Date, aligning effectiveness with the specified governance transition timing.
What is the purpose of KKR’s reconvened meeting on May 21, 2026?
The reconvened meeting on May 21, 2026 will allow KKR stockholders to vote again on Proposal 1, which would remove supermajority voting requirements from parts of the charter. The earlier vote fell short of the required 90% of outstanding common shares needed for approval.
Who can vote on Proposal 1 at KKR’s reconvened meeting?
Holders of record of KKR’s common stock and non-economic Series I preferred stock as of the close of business on February 24, 2026 may vote on Proposal 1 at the reconvened meeting. The event will be held via live internet webcast using procedures described in the proxy materials.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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): April 21, 2026
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading symbol(s)
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Name of each exchange on which registered
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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).
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Emerging growth company
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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.
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| Item 5.07. |
Submission of Matters to a Vote of Security Holders
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On April 21, 2026, KKR & Co. Inc. (the “Company”) held a special meeting of
stockholders (the “Special Meeting”). At the Special Meeting, the Company’s stockholders considered four proposals relating to amendments to the Second Amended and Restated Certificate
of Incorporation (the “Existing Charter”) and one proposal relating to adjournment, each of which is described in more detail in the Company’s definitive proxy statement filed with the
U.S. Securities and Exchange Commission on February 27, 2026 (the “Proxy Statement”).
Each of Proposals 2, 3, 4, and 5, relating to amendments to the Existing Charter and adjournment, were approved by the stockholders.
Pursuant to the Company’s Second Amended and Restated Bylaws and in accordance with stockholder approval of Proposal 5, the Special Meeting was
adjourned with respect to Proposal 1. Proposal 1 requires the affirmative vote of the holders of at least 90% of the Company’s outstanding common stock to be approved and is a proposal to eliminate the supermajority voting requirement to amend
certain provisions of the Existing Charter.
The Special Meeting will be adjourned until May 21, 2026 at 2:00 P.M., Eastern
Time (the “Reconvened Meeting”). The Reconvened Meeting will be held via live webcast on the internet at www.virtualshareholdermeeting.com/KKR2026SM. Holders of record of the Company’s common stock and the non-economic Series I preferred stock as of the close of business on February 24, 2026 will be entitled to attend and vote on Proposal 1 at the Reconvened
Meeting using the procedures set forth in the Proxy Statement.
The preliminary voting results of our common stockholders at the time of the Special Meeting for Proposal 1 and the final voting results of our
common stockholders for each matter submitted to a vote of stockholders at the Special Meeting are set forth below:
Proposal 1. An
amendment to the Existing Charter to remove the supermajority voting requirements for stockholders to amend certain provisions of the Company’s Existing Charter.
At the time of the Special Meeting, Proposal 1 received support from:
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Votes
For
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% of outstanding
For
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766,481,570
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85.97%
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Approval of Proposal 1 requires the affirmative vote of the holders of at least 90% of the Company’s outstanding common stock.
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The Special Meeting was adjourned with respect to Proposal 1 to allow for additional time for voting.
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Proposal 2. An amendment
to the Existing Charter to establish stockholders’ meetings as the sole mechanism for approval of matters on which holders of common stock are required or permitted to vote.
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Votes
For
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% of outstanding
For
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Votes
Against
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Votes
Abstained
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Broker
Non-Votes
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526,274,221
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59.03%
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255,565,697
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2,774,478
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0
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Proposal 2 was approved.
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Proposal 3. An amendment
to the Existing Charter to grant the Board the sole authority to fill board vacancies and newly created directorships.
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Votes
For
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% of outstanding
For
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Votes
Against
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Votes
Abstained
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Broker
Non-Votes
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640,273,079
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71.82%
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143,348,025
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993,292
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0
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Proposal 3 was approved.
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Proposal 4. An amendment to the Existing Charter to fix the size of the Board and to streamline the Existing Charter.
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Votes
For
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% of outstanding
For
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Votes
Against
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Votes
Abstained
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Broker
Non-Votes
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624,929,832
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70.09%
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158,409,154
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1,275,410
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0
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Proposal 4 was approved.
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Proposal 5. The proposal
to adjourn the Special Meeting to a later date or time determined by the co-chairs of the Special Meeting, if necessary, to solicit additional proxies, if there are insufficient votes at the time of the Special Meeting to approve any of the
other proposals.
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Votes
For
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% of outstanding
For
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Votes
Against
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Votes
Abstained
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Broker
Non-Votes
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563,131,095
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63.16%
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219,418,201
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2,065,100
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0
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Proposal 5 was approved.
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In addition, the Series I preferred stockholder voted “For” each of the proposals set forth above.
As set forth in the Proxy Statement, all amendments to the Existing Charter approved at the Special Meeting will be effective as of the Sunset Date
(as defined in the Proxy Statement), upon the filing and acceptance of the applicable Certificates of Amendment with the Secretary of State of the State of Delaware, which is expected to occur prior to the Sunset Date.
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.
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KKR & CO. INC.
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Date: April 24, 2026
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By:
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/s/ Christopher Lee |
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Name: Christopher Lee
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