8-K
KKR & Co. Inc. (KKR)
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): September 20, 2023
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<br> 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR<br> 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<br><br> <br>registered |
|---|---|---|
| Common Stock | KKR | New York Stock Exchange |
| 6.00% Series C Mandatory Convertible Preferred Stock | KKR PR C | New York Stock Exchange |
| 4.625% Subordinated Notes due 2061 of KKR Group Finance Co. IX LLC | KKRS | 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<br> 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 September 20, 2023, Kimberly A. Ross was appointed to the Board of Directors (the “Board”) of KKR & Co. Inc. (the “Company”).
Ms. Ross will receive the customary 2023 annual cash retainer for non-executive directors of $130,000. In addition, Ms. Ross will be granted the customary annual equity grant of $190,000 for non-executive directors under the Amended and Restated KKR & Co. Inc. 2019 Equity Incentive Plan. The specific number of restricted stock units comprising this equity grant will be determined on October 2, 2023 and vest on October 1, 2024. Ms. Ross also entered into the Company’s customary indemnification agreement for non-executive directors.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
|---|
On September 20, 2023, KKR Management LLP, by a written consent of the sole holder of the Series I preferred stock of the Company, approved the increase in the number of directors constituting the entire Board to fourteen directors and approved the appointment of Ms. Ross.
| Item 7.01 | Regulation FD Disclosure. |
|---|
A copy of the press release announcing the appointment of Ms. Ross to the Board of the Company is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Item 7.01 (including Exhibit 99.1) shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
| Item 9.01 | Financial Statements and Exhibits. |
|---|---|
| (d) | Exhibits |
| --- | --- |
| Exhibit<br><br> <br>No. | Description |
| --- | --- |
| Exhibit 99.1 | Press release of KKR & Co. Inc., dated September 25, 2023, announcing the appointment of Kimberly A. Ross as director (this exhibit is furnished and not filed). |
| Exhibit 104 | Cover Page Interactive Data File, formatted in Inline XBRL. |
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: September 25, 2023 | By: | /s/ Christopher Lee |
| Name: | Christopher Lee | |
| Title: | Secretary |
Exhibit 99.1
FOR IMMEDIATE USE
KKR Appoints Kimberly A. Ross as New Independent Director
September 25, 2023 04:30 PM Eastern Standard Time
NEW YORK, NY (BUSINESS WIRE) KKR & Co. Inc. (NYSE: KKR) today announced that Kimberly A. Ross has been appointed to the Board of Directors of KKR & Co. Inc. (the “Company” and, together with its subsidiaries, “KKR”) effective September 20, 2023. Her appointment will bring the number of independent directors to ten out of a total of fourteen Board seats.
Ms. Ross is the former Chief Financial Officer of several public companies, including WeWork Inc., Baker Hughes Company, Avon Products, Inc., and Royal Ahold N.V.
The Company’s other independent directors include Adriane Brown (Managing Partner of Flying Fish Partners), Matthew Cohler (former General Partner at Benchmark), Mary Dillon (President and Chief Executive Officer of Foot Locker, Inc.), Arturo Gutiérrez Hernández (Chief Executive Officer of Arca Continental, S.A.B. de C.V.), Dane Holmes (Co-Founder, Chairman and Chief Executive Officer of Eskalera, Inc.), Xavier Niel (Founder and Chairman of the Board of Iliad SA), Patricia Russo (former Chief Executive Officer of Alcatel-Lucent), Robert Scully (former member of the Office of the Chairman of Morgan Stanley), and Evan Spiegel (Co-Founder and Chief Executive Officer of Snap Inc.).
About KKR
KKR is a leading global investment firm that offers alternative asset management as well as capital markets and insurance solutions. KKR aims to generate attractive investment returns by following a patient and disciplined investment approach, employing world-class people, and supporting growth in its portfolio companies and communities. KKR sponsors investment funds that invest in private equity, credit and real assets and has strategic partners that manage hedge funds. KKR’s insurance subsidiaries offer retirement, life and reinsurance products under the management of Global Atlantic Financial Group. References to KKR’s investments may include the activities of its sponsored funds and insurance subsidiaries. For additional information about KKR & Co. Inc. (NYSE: KKR), please visit KKR’s website at www.kkr.com. For additional information about Global Atlantic Financial Group, please visit Global Atlantic Financial Group’s website at www.globalatlantic.com.
Contacts
Investor Relations:
Craig Larson
Tel: +1-877-610-4910 (U.S.) / +1-212-230-9410
investor-relations@kkr.com
Media:
Kristi Huller
Tel: +1-212-750-8300
media@kkr.com
SOURCE: KKR & Co. Inc.