KKR charter change backed, but no quorum for vote

KKR & Co. Inc. reconvened its special stockholder meeting to address Proposal 1, which would eliminate the supermajority voting requirement to amend certain provisions of its charter.

Rhea-AI Filing Summary

KKR & Co. Inc. reconvened its special stockholder meeting to address Proposal 1, which would eliminate the supermajority voting requirement to amend certain provisions of its charter. The proposal needs approval from holders of at least 90% of outstanding common stock.

Common stockholders cast 772,091,964 votes for Proposal 1, 17,097,954 against, and 1,035,107 abstaining, meaning 97.83% of votes cast and 86.60% of outstanding common stock supported it. However, at least 802,395,805 shares were required to be present to reach the 90% quorum threshold, which was not met.

Because a quorum was not present for Proposal 1, the company concluded the reconvened special meeting without conducting any business, and Proposal 1 was not submitted to a vote or further adjourned.

Insights

Corporate governance analyst

Strong support for easing KKR's charter rules, but quorum blocked a vote.

KKR sought to remove a supermajority requirement from its charter, which currently demands at least 90% of outstanding common shares to approve certain amendments. Proposal 1 attracted overwhelming backing among participating common stockholders—over 97.83% of votes cast favored the change.

Despite this support, the meeting fell short of the high quorum threshold of 802,395,805 common shares, representing 90% of outstanding stock. Without that quorum, Proposal 1 could not be formally voted on or adopted. Future governance flexibility therefore still depends on either higher turnout or alternative approaches in subsequent stockholder meetings.

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

Votes for Proposal 1: 772,091,964 votes Votes against Proposal 1: 17,097,954 votes Abstentions on Proposal 1: 1,035,107 votes +4 more

7 metrics

Votes for Proposal 1 772,091,964 votes Support from common stockholders at reconvened special meeting

Votes against Proposal 1 17,097,954 votes Opposition from common stockholders

Abstentions on Proposal 1 1,035,107 votes Abstaining common stockholder votes

% of votes cast for Proposal 1 97.83% Share of total votes cast supporting Proposal 1

% of outstanding common stock for Proposal 1 86.60% Portion of outstanding common stock voting for Proposal 1

Quorum requirement for Proposal 1 802,395,805 shares 90% of voting power of outstanding common stock needed present

Required approval threshold 90% of outstanding common stock Affirmative vote needed to eliminate supermajority requirement

Key Terms

supermajority voting requirement, Second Amended and Restated Certificate of Incorporation, quorum, definitive proxy statement

4 terms

supermajority voting requirement regulatory

"Proposal 1 is a proposal to eliminate the supermajority voting requirement to amend certain provisions"

A supermajority voting requirement is a rule that a larger-than-normal share of votes—often two-thirds or three-quarters—must approve certain corporate actions, such as mergers, charter changes, or major asset sales. It matters to investors because it makes it harder for a simple majority to force major changes, protecting long-term plans or blocking hostile takeovers, but it can also entrench management or make beneficial deals harder to complete; think of it as needing extra votes like a jury requiring more than a simple majority to reach a verdict.

Second Amended and Restated Certificate of Incorporation regulatory

"to amend certain provisions of the Company’s Second Amended and Restated Certificate of Incorporation"

quorum regulatory

"was required to constitute a quorum with respect to Proposal 1"

A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.

definitive proxy statement regulatory

"described in more detail in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission"

A Definitive Proxy Statement is a detailed document that a company sends to its shareholders before a big meeting, like voting on important decisions. It explains what's being voted on and gives important information so shareholders can make informed choices. It matters because it helps shareholders understand and participate in key company decisions.

FAQ

What was Proposal 1 at KKR (KKR) and why was it important?

Proposal 1 sought to eliminate the supermajority voting requirement to amend certain charter provisions. It was important because it would make changing key parts of KKR’s certificate of incorporation easier, shifting power toward a simple majority of common stockholders.

How did KKR (KKR) stockholders vote on Proposal 1 at the reconvened meeting?

Common stockholders gave Proposal 1 very strong support, with 772,091,964 votes for, 17,097,954 against, and 1,035,107 abstaining. This represented 97.83% of votes cast and 86.60% of KKR’s outstanding common stock in favor of the proposal.

Why was KKR’s Proposal 1 not approved despite strong support?

Proposal 1 was not approved because the meeting did not reach the required quorum of 802,395,805 common shares, representing 90% of outstanding stock. Without that quorum, the proposal could not be submitted to an official vote, regardless of supportive voting percentages already indicated.

What quorum was required for KKR (KKR) to vote on Proposal 1?

To proceed with Proposal 1, KKR needed the presence of holders of at least 90% of the voting power of its outstanding common stock, or 802,395,805 shares. This high quorum is tied to the existing supermajority requirements embedded in the company’s charter provisions.

What happened at KKR’s reconvened special meeting on May 21, 2026?

KKR reconvened its special meeting, originally held April 21, 2026, to address Proposal 1. Although stockholders showed strong indicative support, a 90% quorum of outstanding common shares was not present. The company therefore concluded the meeting without conducting business or further adjournment.

Have KKR (KKR) stockholders approved other charter amendments recently?

At the April 21, 2026 special meeting, KKR stockholders approved Proposals 2, 3, and 4, which also related to amendments to the existing charter. These proposals were described in more detail in the company’s definitive proxy statement filed on February 27, 2026.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/28/2026 - 04:15 PM Learn about SEC filing dates

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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): May 21, 2026

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
6.25% Series D Mandatory Convertible Preferred Stock	KKR PR D	New York Stock Exchange
4.625% Subordinated Notes due 2061 of KKR Group Finance Co. IX LLC	KKRS	New York Stock Exchange
6.875% Subordinated Notes due 2065	KKRT	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 5.07. Submission of Matters to a Vote of Security Holders

On May 21, 2026, KKR & Co. Inc. (the “Company”) reconvened its previously disclosed special meeting of stockholders (the “Reconvened Special Meeting”), which was originally convened on April 21, 2026 (the “April 21 Special Meeting”) and adjourned with respect to Proposal 1. Proposal 1 is a proposal to eliminate the supermajority voting requirement to amend certain provisions of the Company’s Second Amended and Restated Certificate of Incorporation (the “Existing Charter”) and requires the affirmative vote of the holders of at least 90% of the Company’s outstanding common stock to be approved.

At the April 21 Special Meeting, the Company’s stockholders approved each of Proposals 2, 3, and 4, relating to amendments to the Existing Charter, 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.

At the time of the Reconvened Special Meeting, Proposal 1 received support from the Company’s Series I preferred stockholder and from common stockholders as follows:

Votes For		Votes Against		Votes Abstained		% of Votes Cast For		% of Outstanding For
772,091,964		17,097,954		1,035,107		97.83%		86.60%

The presence of the holders of at least 90% of the voting power of the Company’s outstanding common stock, or 802,395,805 shares of common stock, was required to constitute a quorum with respect to Proposal 1. A quorum was not present at the Reconvened Special Meeting with respect to Proposal 1, so the Company concluded the Reconvened Special Meeting without conducting any business and Proposal 1 was not submitted to a vote. The Reconvened Special Meeting was not further adjourned.

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: May 28, 2026	By:	/s/ Christopher Lee
	Name: Christopher Lee
	Title: Secretary

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 4.7 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 18.3 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 27.9 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 20.5 KB