KKR & Co. Inc.
For the period ended Apr 21, 2026. Filed Feb 27, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Apr 21, 2026 · Filed Feb 27, 2026
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Contents
PROXY SUMMARY
PROXY STATEMENT SUMMARY
KKR is pleased to invite you to the Special Meeting.
KKR is a leading global investment firm established in 1976 by our co-founders Henry Kravis and George Roberts. KKR has been a groundbreaking company throughout our history – pioneering the private equity and alternative assets industry, expanding from the Americas into Europe 30 years ago, into credit, capital markets and Asia over 20 years ago, into infrastructure and real estate over 15 years ago, and into the insurance business five years ago. The following chart demonstrates the scaling and diversification of our assets under management (“AUM”) since 2010.
Scaled And Diversified Assets Under Management
| Note: | For a description of AUM, please refer to “Part II—Item 7—Management's Discussion and Analysis of Financial Condition and Results of Operations—Key Segment and Non-GAAP Performance Measures—Key Operating and Capital Metrics—Assets Under Management” of our Annual Report on Form 10-K for the year ended December 31, 2025, which is not incorporated by reference into and is not part of this Proxy Statement. |
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We listed on the New York Stock Exchange in 2010, and in 2021, we committed to transition from a controlled public company to one vote per share voting rights for our stockholders.
As we celebrate our 50 th anniversary this year, we are excited for our upcoming transition to a new corporate governance structure. By no later than December 31, 2026, which we call the “Sunset Date”, shares of our common stock will have the right to elect the Company’s directors and exercise all other customary voting rights on aone vote per share basis.
We have a history of strengthening our corporate governance, having had a majority independent Board since 2010 and engaging in regular independent director refreshment.
As part of our commitment to continuing robust corporate governance, and in preparing for the Sunset Date and the one share, one vote structure, we conducted a review of KKR’s governing documents and identified certain amendments to KKR’s Existing Charter that we believe accomplish the following:
| ✔ | more closely align our governance practices with other S&P 500 companies which have a single class of voting stock, |
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| ✔ | modernize and streamline our governing documents, and |
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| ✔ | remove certain legacy partnership provisions that will no longer be appropriate after the Sunset Date. |
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We expect these Charter Amendments to strengthen our governance practices and better position us to deliver long-term value for our stockholders.
These amendments to KKR’s Existing Charter require your support to be adopted.
Accordingly, our Board is unanimously recommending you vote FOR the following Charter amendments to be effective on the Sunset Date:
| Voting Item | Description | S&P 500 Prevalence* | Board Recommendation |
|---|---|---|---|
| Proposal 1 – Supermajority Voting Amendment | Eliminates legacy partnership 90% supermajority voting requirement to amend certain Existing Charter provisions and moves to majority voting for all Charter provisions. | Over 70% | FOR |
| Proposal 2 – Stockholder Action Amendment | Provides that all actions on which holders of common stock are required or permitted to vote must be taken at an annual or special meeting, which should promote transparency and fair deliberation as opposed to stockholder action that can be taken by written consent. | ~70% | FOR |
| Proposal 3 – Vacancy Amendment | Grants the Board the sole authority to fill director vacancies until all stockholders have the opportunity to vote on the election of all directors at an annual meeting. | Over 70% | FOR |
| Proposal 4 – Technical and Clarifying Amendments | Permits the Board to fix the size of the Board and to streamline the Existing Charter by removing certain legacy provisions that are redundant under current Delaware law and New York Stock Exchange (“NYSE”) rules. | ~85% (Board fixes its size) | FOR |
| Proposal 5 – Adjournment of Special Meeting | Authorizes adjournment for up to 30 days, from time to time, if votes are insufficient to adopt all these proposals, allowing time to solicit additional proxies, if necessary, and to avoid the cost of calling another meeting to consider and adopt these Charter Amendments. | — | FOR |
| * | Source: Deal Point Data as of December 31, 2025 |
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Corporate Governance at KKR
Our Board oversees the development and execution of our strategy, with a focus on long-term stockholder value creation. As a firm, we are committed to strong corporate governance that promotes managing KKR’s global investment business in a transparent, accountable, and responsible manner.
| ✔ | Strategy and Culture: Our Board oversees the firm’s strategy, providing leadership as we expanded to the diversified, global investment firm we are today, with business segments in Asset Management, Insurance and Strategic Holdings. We have a deep commitment to those counting on us and believe in shared success. |
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| ✔ | Majority Independent Board: Since 2010, our Board has had a majority of independent directors. Under the listing standards of the NYSE, we were not required to have a majority independent Board until the Sunset Date. |
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| ✔ | Stockholder Value Creation: We are focused on delivering long-term value for our stockholders, as evidenced by the performance of our stock price over the past three and five years and since our NYSE Listing in 2010. |
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| Source: | Bloomberg as of December 31, 2025. |
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| ✔ | Succession Planning: Our Board oversaw the successful transition from our Co-Founders serving as Co-Chief Executive Officers (Co-CEOs) to the thoughtful elevation of Joseph Bae and Scott Nuttall to Co-Presidents and Co-Chief Operating Officers in 2017 and to Co-CEOs in 2021, announced alongside our commitment to transition to one vote per share voting rights for our common stockholders. |
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| ✔ | Board Refreshment: We have added critical skills and qualifications to our Board by adding the following new independent directors in recent years: |
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| ○ | Appointed in 2025 – Craig Arnold, who brings extensive leadership, strategy and risk management experience from his years of leadership at large multinational companies and possesses strong corporate governance acumen and financial oversight skills from service on multiple public company boards of directors. |
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| ○ | Appointed in 2025 – Timothy Barakett, who brings extensive leadership and financial experience in the investment management industry and with a large university, in addition to his service on boards of directors and advisory committees. Mr. Barakett provides our Board with significant financial, risk management, and unique industry insight expertise. |
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| ○ | Appointed in 2023 – Kimberly Ross, who brings significant international business experience through her service as an executive of large public companies with international operations. Ms. Ross also provides our Board with valuable knowledge and experience in corporate finance, financial planning and analysis, strategy, mergers and acquisitions, corporate restructuring, financial reporting, and internal audit as well as IT operations oversight. |
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| ✔ | Director Skillset: Our Board is comprised of experienced leaders with expertise in finance, investments, corporate strategy and management, supported by public company and CEO-level leadership perspectives and complemented by global, risk, governance, technology, and human capital capabilities that together enable effective oversight of KKR. |
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| ○ | Director Biographies: Please see full biographies of each of our current directors under “Background on our Governance Structure— Your Board of Directors.” |
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We have strengthened our governance throughout our history as a public company:
The following table summarizes our key corporate governance practices, which we believe exemplify our commitment to sound governance:
| Existing Governance Best Practices | Expected Post-Sunset Date Additions |
| ✔ Majority Independent Board✔ No classified Board✔ 100% independent Audit Committee✔ 100% independent Risk Committee✔ Regular executive sessions of Independent Directors at Board meetings✔ Annual Board self-evaluations✔ Ability of stockholders to call a special meeting✔ No poison pill | ✔ Common stockholders entitled to one vote per share✔ Annual meeting of stockholders with annual election of Directors by the common stockholders✔ 100% independent Nominating and Corporate Governance Committee✔ 100% independent Compensation Committee✔ Majority voting for election of directors with plurality carveout for contested elections✔ No supermajority vote requirements, if approved. See Proposal 1✔ Board size fixed by the Board (instead of by a controlling stockholder), if approved. See Proposal 4✔ Board vacancies filled by the Board (instead of by a controlling stockholder), if approved. See Proposal 3 |
More information on KKR’s corporate governance may be found at https://ir.kkr.com/corporate-governance. Information on such website is not incorporated by reference herein and is not a part of this Proxy Statement.
We believe the Proposals further our corporate governance and support our transition to one share, one vote.
Our Board unanimously recommends you vote FOR each of Proposals 1 through 5.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.