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Blue Owl Capital (NYSE: OWL) investors back directors and KPMG at 2026 meeting

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

Rhea-AI Filing Summary

Blue Owl Capital Inc. held its annual meeting of stockholders on June 4, 2026, with 6,074,716,356 of 6,273,755,530 eligible votes represented. The capital structure included 675,802,413 Class A shares, 578,948,693 Class C shares, and 304,299,203 Class D shares, with Class D carrying 5,019,004,424 votes, or 80% of total votes.

Stockholders elected Class II directors Claudia Holz, Marc S. Lipschultz, and Michael D. Rees to three-year terms expiring at the 2029 annual meeting. Each director received approximately 5.76–5.80 billion votes in favor, with relatively small opposition and abstentions plus broker non-votes.

Stockholders also ratified KPMG LLP as independent registered public accounting firm for the 2026 fiscal year, with 6,073,218,752 votes for, 980,718 against, and 516,886 abstentions.

Positive

  • None.

Negative

  • None.
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.
Total votes eligible 6,273,755,530 votes Votes eligible to be cast at the 2026 annual meeting
Votes represented 6,074,716,356 votes Votes represented at the 2026 annual meeting
Class A shares 675,802,413 shares Class A common stock outstanding on April 6, 2026 record date
Class D votes 5,019,004,424 votes Votes represented by 304,299,203 Class D shares (80% of total votes)
Votes for KPMG 6,073,218,752 votes Votes in favor of ratifying KPMG LLP as 2026 auditor
Votes for Marc S. Lipschultz 5,796,875,813 votes For votes in Class II director election
record date financial
"outstanding on the record date, April 6, 2026 (the “Record Date”)"
The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.
broker non-votes financial
"FOR | AGAINST | ABSTAIN | BROKER NON-VOTES Claudia Holz"
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
"appointment of KPMG LLP as the Company’s independent registered public accounting firm"
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.
Class D common stock financial
"304,299,203 shares of Class D common stock, par value $0.0001 per share"
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Understanding 8-K Material Events →
0001823945FALSE00018239452026-06-042026-06-04

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): June 4, 2026
___________________________
BLUE OWL CAPITAL INC.
(Exact name of registrant as specified in its charter)
___________________________
Delaware001-3965386-3906032
(State or other jurisdiction of
incorporation or organization)		(Commission File Number)(I.R.S. Employer
Identification No.)
399 Park Avenue,New York,NY10022
(address of principal executive offices)

(212) 419-3000
(Registrant’s telephone number, including area code)
___________________________
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:
☐    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 classTrading symbol(s)Name of each exchange on which registered
Class A SharesOWLNew 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
Annual Meeting of Stockholders
On June 4, 2026, Blue Owl Capital Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). The issued and outstanding shares of common stock of the Company entitled to vote at the Annual Meeting consisted of the shares of common stock outstanding on the record date, April 6, 2026 (the “Record Date”), including: (a) 675,802,413 shares of Class A common stock, par value $0.0001 per share (“Class A Shares”), representing 675,802,413 votes, (b) zero shares of Class B common stock, par value $0.0001 per share, representing zero votes, (c) 578,948,693 shares of Class C common stock, par value $0.0001 per share (“Class C Shares”), representing 578,948,693 votes and (d) 304,299,203 shares of Class D common stock, par value $0.0001 per share (“Class D Shares”), representing 5,019,004,424 votes (or 80% of the total votes). Holders of Class A Shares, Class C Shares and Class D Shares voted as a single class on all matters presented at the Annual Meeting. At the Annual Meeting, the Company’s stockholders voted on the following proposals, each of which is described in more detail in the Company’s definitive proxy statement filed on April 17, 2026, and the Company’s inspector of election certified the vote tabulations indicated below. Of the total 6,273,755,530 votes eligible to be cast at the Annual Meeting, shares entitled to cast 6,074,716,356 votes were represented. The final results of the stockholder vote are set forth below.
Proposal 1
The nominees listed below were elected as Class II directors of the Company to serve for three-year terms expiring at the 2029 Annual Meeting of Stockholders once their respective successors have been duly elected and qualified or until their earlier resignation or removal, based on the following votes:
FOR
AGAINST
ABSTAIN
BROKER NON-VOTES
Claudia Holz5,762,013,618182,494,922173,156130,034,660
Marc S. Lipschultz5,796,875,813147,628,704177,179130,034,660
Michael D. Rees5,797,152,129147,345,212184,355130,034,660
Proposal 2
The proposal to ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the Company’s 2026 fiscal year was approved based on the following votes:
FOR
AGAINST
ABSTAIN
6,073,218,752980,718516,886


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.

BLUE OWL CAPITAL INC.
(registrant)
Date: June 4, 2026
By:/s/ Neena A. Reddy
Neena A. Reddy
General Counsel and Secretary


Source: View Original Filing on SEC EDGAR

FAQ

What did Blue Owl Capital (OWL) shareholders vote on at the 2026 annual meeting?

Shareholders elected three Class II directors and ratified KPMG LLP as auditor. The meeting covered director elections for terms expiring at the 2029 annual meeting and approval of KPMG as independent registered public accounting firm for the 2026 fiscal year.

Who was elected to Blue Owl Capital (OWL)’s board at the 2026 annual meeting?

Shareholders elected Claudia Holz, Marc S. Lipschultz, and Michael D. Rees as Class II directors. Each will serve a three-year term expiring at the 2029 annual meeting, continuing until a successor is elected and qualified or earlier resignation or removal.

How many votes were represented at Blue Owl Capital (OWL)’s 2026 annual meeting?

Shares entitled to cast 6,074,716,356 votes were represented at the meeting. This compares with a total of 6,273,755,530 votes eligible to be cast, indicating high participation by holders across the Class A, Class C, and Class D share classes.

What role did Blue Owl Capital (OWL)’s Class D shares play in the 2026 vote?

Class D common stock, totaling 304,299,203 shares, carried 5,019,004,424 votes. This represented 80% of total votes entitled to be cast, giving Class D holders substantial voting power when combined with Class A and Class C shares voting as a single class.

Was KPMG LLP ratified as Blue Owl Capital (OWL)’s auditor for 2026?

Yes. Shareholders ratified KPMG LLP as the independent registered public accounting firm for the 2026 fiscal year, with 6,073,218,752 votes for, 980,718 against, and 516,886 abstaining, indicating strong overall support for the auditor appointment.

What was the record date for Blue Owl Capital (OWL)’s 2026 annual meeting?

The record date for determining stockholders entitled to vote at the annual meeting was April 6, 2026. Shares of Class A, Class C, and Class D common stock outstanding on that date were eligible to participate in the meeting’s voting matters.

Filing Exhibits & Attachments

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