KKR & Co. Inc. (Form: 8-K, Received: 06/15/2022 16:52:29)

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 15, 2022

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 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	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 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 15, 2022, Raymond J. McGuire was appointed to the Board of Directors of KKR & Co. Inc.

Mr. McGuire will receive the customary 2022 annual cash retainer for non-executive directors of $110,000, which will be prorated based on his date of appointment. In addition, Mr. McGuire received the customary annual equity grant for non-executive directors under the Amended and Restated KKR & Co. Inc. 2019 Equity Incentive Plan of 1,202 restricted stock units (which is the prorated annual amount based on his date of appointment), which will vest on October 1, 2022. Mr. McGuire also entered into KKR’s customary indemnification agreement for non-executive directors.

Additionally, on June 15, 2022, the Board increased the size of the Audit Committee to four members and appointed Dane Holmes, an existing director, to serve on the Audit Committee.

Item 5.07

Submission of Matters to a Vote of Security Holders.

On June 15, 2022, KKR Management LLP, by a written consent of the sole holder of the Series I preferred stock of KKR & Co. Inc., approved the increase in the number of directors constituting the entire Board to seventeen directors and approved the appointment of Mr. McGuire.

Item 7.01

Regulation FD Disclosure

A copy of the press release announcing the appointment of Mr. McGuire to the Board of KKR is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

As provided in General Instruction B.2 of Form 8-K, the information in this Item 7.01 and the exhibit furnished by this Form 8-K 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 they 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 No.		Description
Exhibit 99.1		Press release of KKR & Co. Inc., dated June 15, 2022, announcing the appointment of Raymond J. McGuire 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: June 15, 2022	By:	/s/ Christopher Lee
	Name:	Christopher Lee
	Title:	Assistant Secretary

Exhibit 99.1

KKR Appoints Raymond J. McGuire as New Independent Director

June 15, 2022 04:30 PM Eastern Standard Time

NEW YORK--(BUSINESS WIRE)--KKR & Co. Inc. (NYSE: KKR) today announced that Raymond J. McGuire has been appointed to the Board of Directors of KKR & Co. Inc. effective June 15, 2022. His appointment will bring the number of independent directors to thirteen out of a total of seventeen Board seats.

Mr. McGuire is the former Vice Chairman of Citigroup, and, for over a decade, held various other senior leadership positions at Citigroup, including serving as the Global Head of Corporate and Investment Banking.

KKR’s other independent directors include Adriane Brown (Managing Partner of Flying Fish Partners), Matthew Cohler (former General Partner at Benchmark), Mary Dillon (former Executive Chair and Chief Executive Officer of Ulta Beauty, Inc.), Joseph Grundfest (Stanford Law Professor and former Commissioner of the Securities and Exchange Commission), Arturo Gutiérrez (Chief Executive Officer of Arca Continental, S.A.B. de C.V.), John Hess (Director and Chief Executive Officer of Hess Corporation), Dane Holmes (Co-Founder, Chairman and Chief Executive Officer of Eskalera, Inc.), Xavier Niel (Deputy Chairman and Chief Strategy Officer of Iliad SA), Patricia Russo (former Chief Executive Officer of Alcatel-Lucent), Thomas Schoewe (former Chief Financial Officer of Wal-Mart), 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 and on Twitter @KKR_Co.

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

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