Kkr & Co Inc

Proposal 1 requests stockholder approval to amend KKR’s Certificate of Incorporation to eliminate legacy 90% supermajority vote requirements and adopt a default majority voting standard for charter amendments effective as of the Sunset Date. Management frames this change as necessary to align the charter with one-share, one-vote governance and to remove vestiges of the company’s prior partnership structure that are inconsistent with public company norms. The Board argues a majority standard will improve corporate agility — enabling the company to adapt to regulatory, market, or strategic demands without being hindered by an unusually high voting threshold. The amendment is positioned as consistent with Delaware default rules and common S&P 500 practice, with the proxy citing that over 70% of S&P 500 companies impose a majority voting standard for charter amendments. Management also notes procedural safeguards: the amendment will not be filed unless the Series I preferred stockholder and holders representing at least the required 90% vote are present by proxy for the Special Meeting, and it will become effective upon filing at the Sunset Date. From a governance-risk perspective, the change reduces minority veto power and increases the ability of a simple majority of public shareholders and the Board to implement governance updates, which could facilitate faster strategic responses but also diminishes entrenched protections that previously required broader consensus. The Board’s unanimous recommendation to vote FOR reflects its view that the amendment is an important step in the company’s transition to a non-controlled, one-share one-vote structure and aligns KKR with peer governance norms. Adoption would materially change the threshold for future charter amendments and therefore is a significant governance shift investors should weigh in the context of the upcoming cancellation of the Series I preferred stock and the broader Sunset Date transition.

Proposal 2 seeks to amend the charter to prohibit stockholder action by written consent for matters on which common stockholders are required or permitted to vote, making annual or special meetings the exclusive forum for such actions after the Sunset Date. Management contends this is necessary because historical control by the Series I preferred stock made written consents practical, but following cancellation of that preferred stock and adoption of one-share, one-vote, meetings are the appropriate mechanism to ensure transparency, advance notice, and the opportunity for deliberation. The Board emphasizes that written consents can deprive many holders of notice and the chance to assess and discuss proposed actions, potentially disenfranchising shareholders; meetings, by contrast, are public, scheduled, and accompanied by proxy materials that provide information and the Board’s recommendation. This change aligns KKR with roughly 70% of S&P 500 companies and is pitched as strengthening accountability and encouraging shareholder engagement. From a governance perspective, the amendment limits expedited corporate action through consents, preserving due process and potentially reducing opportunistic or surprise actions by a small coalition of holders. However, it removes a flexible tool that, in some circumstances, might enable shareholders to act more quickly between meetings. The Board’s unanimous FOR recommendation frames the amendment as protective of minority shareholders and consistent with the company’s transition to standard public-company governance norms. Investors should weigh the trade-off between deliberative transparency and the loss of a rapid-consent mechanism when assessing the proposal.

Proposal 3 would amend KKR’s charter to vest authority to fill board vacancies and newly-created directorships with the Board itself (subject to any outstanding preferred stock rights), rather than allowing stockholder appointment. Management argues this is standard practice at public companies and supports continuity, stability, and the Board’s ability to quickly assess candidate fit and preserve strategic composition during transitions. The filing stresses that although the Board may fill vacancies in the interim, common stockholders will still elect directors at annual meetings under majority voting rules, ensuring ultimate shareholder control over Board composition. The Board frames the change as balancing operational efficiency with shareholder oversight, enabling the Board to respond to unexpected departures or to add skill sets as strategic needs evolve while preserving voters’ rights at the next meeting. From a governance lens, the amendment reduces immediate shareholder influence over mid-term replacements but typically promotes smoother functioning, reducing the risk of deadlock or disruption. The company cites peer prevalence (over 70% of S&P 500 companies grant similar power) to justify the alignment with market practices. The Board unanimously recommends FOR, viewing the amendment as a pragmatic governance modernization accompanying the transition away from a controlled company structure.

Proposal 4 bundles multiple technical and clarifying changes to KKR’s charter designed to modernize governance language and remove redundant legacy provisions tied to the company’s partnership history. Key items include granting the Board exclusive authority to fix its size, removing a charter-imposed requirement that the Series I preferred stockholder and a majority of common stockholders approve sales of all or substantially all assets (because Delaware law already governs these transactions), and deleting an antiquated 20-day notice requirement for stock splits and similar actions. Management argues these edits align the charter with Delaware law and NYSE standards and reflect common S&P 500 practices (cited prevalence ~85% for board-fixing). The Board frames these amendments as housekeeping that increase clarity and operational flexibility without changing substantive shareholder rights post-Sunset Date. However, some provisions (e.g., removal of explicit asset-sale approval language) shift reliance from bespoke charter protections to statutory defaults, which could be interpreted as reducing contractual safeguards in favor of standard corporate law. Overall, the Board’s unanimous FOR recommendation positions the package as necessary modernization to accompany the transition to one-share, one-vote and to remove redundant language stemming from KKR’s legacy structure. Investors should evaluate the net effect on governance protections and whether the changes appropriately balance flexibility with shareholder protections in the new governance regime.

Proposal 5 is a procedural measure authorizing the meeting Chair(s) to adjourn the Special Meeting for up to 30 days, if necessary, to solicit additional proxies when there are insufficient votes to adopt one or more of the Charter Amendments. Management seeks this authority to preserve flexibility, reduce costs and administrative burden that would arise from calling a separate follow-up meeting, and to provide a limited extension for additional outreach to shareholders. The proposal is conditional — it will only be presented if a quorum exists and votes are insufficient at the time of the meeting — and is limited in duration and purpose. From a governance perspective, adjournment authority is a common and practical tool that helps boards secure required approval thresholds without undermining the substantive vote, but it can also be used tactically to extend solicitation windows. The Board’s unanimous FOR recommendation is based on efficiency and the desire to avoid the expense and delay of reconvening a meeting. Investors should note this proposal does not change charter provisions themselves but affects timing and process for obtaining approval. Given the high voting thresholds required for some amendments (notably Proposal 1’s 90% requirement), this adjournment authority may increase the practical likelihood that management can secure the necessary votes through additional solicitation efforts.