KKR & Co. Inc.
For the period ended Apr 21, 2026. Filed Feb 27, 2026.
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Apr 21, 2026 · Filed Feb 27, 2026
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DEF 14A 1 ny20061501x2_def14a.htm DEF 14A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant☒ Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material Pursuant to §240.14a-12 |
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KKR & CO. INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required. |
|---|
| ☐ | Fee paid previously with preliminary materials. |
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| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
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KKR & Co. Inc.
30 Hudson Yards
New York, New York 10001
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT
To Our Stockholders:
We hereby notify you that KKR & Co. Inc., a Delaware corporation (“KKR” or the “Company”), is holding a special meeting of stockholders (the “Special Meeting”) on Tuesday, April 21, 2026, at 11:30 A.M., Eastern Time. The Special Meeting will be a virtual meeting, conducted only via live webcast on the internet atwww.virtualshareholdermeeting.com/KKR2026SM.
As announced in 2021, KKR shares of common stock will transition to voting rights on aone vote per share basis by no later than the end of this year on December 31, 2026 (the “Sunset Date”). As KKR prepares for that important milestone in its corporate governance evolution, the Board of Directors (the “Board”) has considered changes to KKR’s governing documents that are intended to align its governance practices with those of other S&P 500 public companies.
Accordingly, the KKR Board has put forth the following proposals relating to amendments to the KKR Charter, and at the Special Meeting, holders of the Company’s stock entitled to vote on the following proposals will be asked to:
| 1. | Approve an amendment to the Company’s Second Amended and Restated Certificate of Incorporation (the “Existing Charter”) to remove the supermajority voting requirements for stockholders to amend certain provisions of the Company’s Existing Charter (the “Supermajority Voting Amendment”). |
| 2. | Approve an amendment to the Existing 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 (the “Stockholder Action Amendment”). |
| 3. | Approve an amendment to the Existing Charter to grant the Board the sole authority to fill board vacancies and newly created directorships (the “Vacancy Amendment”). |
| 4. | Approve other amendments to the Existing Charter to modernize and streamline the Existing Charter (the “Technical and Clarifying Amendments” and, together with the Supermajority Voting Amendment, the Stockholder Action Amendment and the Vacancy Amendment, the “Charter Amendments”). |
| 5. | Approve the adjournment of the Special Meeting, from time to time, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes in favor of any of the Charter Amendments. |
You can vote your shares at the Special Meeting and any adjournments or postponements thereof if you were a holder of record of the Company’s common stock or the non-economic Series I preferred stock as of the close of business on February 24, 2026, the record date for the Special Meeting.
YOUR VOTE IS IMPORTANT
Whether or not you intend to attend the Special Meeting, you are requested to submit a proxy, either electronically via the internet, by telephone or by completing and returning the proxy card if you received paper copies of the Company’s proxy materials, to ensure your shares are represented and voted at the Special Meeting. Voting instructions are provided in the Notice of Internet Availability of Proxy Materials, or, if you received paper copies, the instructions are printed on your proxy card. Instructions are also described in the Proxy Statement. Any person giving a proxy has the power to revoke it at any time prior to the closing of the polls at the Special Meeting, and stockholders who attend the meeting and who are entitled to vote may revoke any proxies they previously submitted by voting at the meeting.
If you have any questions concerning the Special Meeting or need help voting your shares, please contact our proxy solicitor:
Innisfree M&A Incorporated
501 Madison Ave., 20th Floor
New York, New York 10022
Stockholders, please call toll-free: (877) 750-8307
Banks and Brokerage Firms, please call: (212) 750-5833
Sincerely,
/s/ Christopher Lee
Christopher Lee
Corporate Secretary
February 27, 2026
This Notice of Special Meeting and Proxy Statement is first being distributed or made available, as the case may be, on or about February 27, 2026.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE
SPECIAL MEETING TO BE HELD ON APRIL 21, 2026: THIS PROXY STATEMENT IS AVAILABLE
FREE OF CHARGE AT WWW.PROXYVOTE.COM.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.