cg-20260603
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): June 3, 2026
The Carlyle Group Inc.
(Exact name of registrant as specified in its charter)
Delaware | 001-35538 | 45-2832612 | |||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | |||
1001 Pennsylvania Avenue, NW | |||||
Washington, DC 20004-2505 | |||||
(Address of Principal Executive Offices, Including Zip Code) | |||||
(202) 729-5626
(Registrant’s Telephone Number, Including Area Code)
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 | CG | The Nasdaq Global Select Market |
4.625% Subordinated Notes due 2061 of Carlyle Finance L.L.C. | CGABL | The Nasdaq Global Select Market |
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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On June 3, 2026, The Carlyle Group Inc. (the “Company”) held its 2026 Annual Meeting of Shareholders (the “Annual
Meeting”). As further described in Item 5.07 below, at the Annual Meeting, the Company’s shareholders approved The Carlyle
Group Inc. Amended and Restated 2012 Equity Incentive Plan (the “Equity Incentive Plan”), which had been previously
approved by the Company’s Board of Directors (the “Board”), subject to shareholder approval.
A description of the Equity Incentive Plan is set forth in the section entitled “Item 3. Approval of The Carlyle Group Inc.
Amended and Restated 2012 Equity Incentive Plan” starting on page 33 of the Company’s Definitive Proxy Statement on
Schedule 14A, filed with the U.S. Securities and Exchange Commission on April 23, 2026 (the “Proxy Statement”), which is
incorporated herein by reference. The description is qualified in its entirety by reference to the Equity Incentive Plan, a copy of
which is attached hereto as Exhibit 10.1.
Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On June 3, 2026, the Company held its Annual Meeting. The Company’s shareholders considered four proposals, each of which
is described in more detail in the Proxy Statement. The final voting results for each matter submitted to a vote of shareholders at
the Annual Meeting were as follows:
Item 1. Election to Our Board of Directors of Thirteen Director Nominees for a One-Year Term
FOR | WITHHELD | BROKER NON-VOTES | ||||
William E. Conway, Jr. | 294,669,209 | 7,650,436 | 30,694,352 | |||
David M. Rubenstein | 294,696,355 | 7,623,290 | 30,694,352 | |||
Daniel A. D’Aniello | 294,883,924 | 7,435,721 | 30,694,352 | |||
Harvey M. Schwartz | 299,883,948 | 2,435,697 | 30,694,352 | |||
Afsaneh Beschloss | 300,033,486 | 2,286,159 | 30,694,352 | |||
Sharda Cherwoo | 299,762,668 | 2,556,977 | 30,694,352 | |||
Linda H. Filler | 299,512,926 | 2,806,719 | 30,694,352 | |||
Lawton W. Fitt | 288,425,619 | 13,894,026 | 30,694,352 | |||
James H. Hance, Jr. | 294,784,933 | 7,534,712 | 30,694,352 | |||
Mark S. Ordan | 293,285,680 | 9,033,965 | 30,694,352 | |||
Derica W. Rice | 294,488,714 | 7,830,931 | 30,694,352 | |||
William J. Shaw | 294,377,755 | 7,941,890 | 30,694,352 | |||
Anthony Welters | 287,620,659 | 14,698,986 | 30,694,352 |
Item 2. Ratification of Ernst & Young LLP as Our Independent Registered Public Accounting Firm for 2026
FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||
325,337,355 | 7,384,983 | 291,659 | — |
Item 3. Approval of The Carlyle Group Inc. Amended and Restated 2012 Equity Incentive Plan
FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||
252,707,398 | 49,426,621 | 185,626 | 30,694,352 |
Item 4. Non-Binding Vote to Approve Named Executive Officer Compensation (“Say-on-Pay”)
FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||
246,902,606 | 54,984,239 | 432,800 | 30,694,352 |
Item 9.01 | Financial Statements and Exhibits. |
(d)Exhibits.
Exhibit No. | Description | |
10.1+ | ||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
+ | Management contract or compensatory plan or arrangement in which directors and/or executive officers are eligible to participate. |
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.
The Carlyle Group Inc. | ||||||
Date: June 5, 2026 | By: | /s/ Jeffrey W. Ferguson | ||||
Name: | Jeffrey W. Ferguson | |||||
Title: | General Counsel | |||||