KKR & Co. Inc. Shareholders Approve Key Charter Amendments at Special Meeting

Major Governance Changes Approved, One Proposal Pending — Implications for Investors

KKR & Co. Inc. (NYSE: KKR) announced the results of a special meeting of stockholders held on April 21, 2026. The meeting focused on significant proposals to amend the company’s Second Amended and Restated Certificate of Incorporation (the “Existing Charter”). These proposed amendments, some of which could substantially affect shareholder rights and corporate governance, are highly relevant for investors monitoring KKR’s long-term strategy and share valuation.

Key Points from the Report

• Four major proposals relating to amendments to the Existing Charter were put to vote, along with one proposal regarding adjournment of the meeting.
• Proposals 2, 3, 4, and 5 — all relating to changes in the charter or meeting adjournment — were approved by shareholders.
• Proposal 1, which required an especially high approval threshold (affirmative vote of at least 90% of outstanding common stock), did not reach the required threshold, and the meeting was adjourned on this item to allow for further voting.
• All amendments approved will become effective on the “Sunset Date,” following the filing of the relevant Certificates of Amendment with the Delaware Secretary of State. This is expected to occur before the Sunset Date.

Detailed Breakdown of Proposals

• Proposal 1 (Pending): Required a 90% supermajority of outstanding shares. The report notes that the vote fell short of this threshold, and the meeting was adjourned for additional voting time. No outcome is final yet for this key proposal, which could still be a major catalyst for the stock if eventually approved or rejected.
• Proposal 2 (Approved): Amends the 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. This enhances procedural transparency and may reduce the use of written consents or other mechanisms, aligning with best practices in corporate governance.
• Proposals 3, 4, and 5 (Approved): While specific details are not listed in the summary, these all relate to further amendments of the Existing Charter and meeting adjournment procedures, each of which were also approved by the requisite votes.
• Series I Preferred Stockholder: Voted “For” each of the proposals, indicating alignment across share classes on these governance changes.

Shareholder- and Market-Sensitive Information

• Major Governance Shift: The move to restrict approval of shareholder matters to formal meetings only could impact activist strategies, unsolicited offers, and the general balance of power between management and shareholders.
• Supermajority Requirement: The inability (so far) to pass Proposal 1 due to the 90% approval threshold signals strong minority shareholder influence or reservations. The ultimate outcome of Proposal 1 remains a potential share price mover.
• Effective Date and Implementation: All approved amendments will only take effect as of the Sunset Date, after the necessary filings. Until then, the current charter remains in force.
• Trading Details: KKR’s common stock (KKR), Series D Mandatory Convertible Preferred Stock (KKR PR D), and certain subordinated notes (KKRS, KKRT) all continue to trade on the New York Stock Exchange, with no change in listing status.

What Investors Should Watch

• The outcome of Proposal 1. Should KKR secure the needed votes for this high-threshold amendment, it could trigger significant changes in shareholder rights or company structure.
• Timing of Effectiveness. Investors should monitor the filing of amendments and the Sunset Date, as these will formalize the new governance framework.
• Potential Impact on Shareholder Value. Major governance changes — especially those that shift approval processes or affect the balance of power — can be price sensitive, influencing both sentiment and valuation multiples.

Additional Information

• KKR is not classified as an “emerging growth company” under SEC rules.
• There were no written communications, soliciting materials, or tender offer communications associated with this 8-K filing.

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