Blue Owl Capital Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
$OWL
Investment Managers
Finance
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 9, 2025
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(Exact name of registrant as specified in its charter)
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| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||
| (address of principal executive offices) | |||||||||||
(212 ) 419-3000
(Registrant’s telephone number, including area code)
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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:
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol(s) | Name of each exchange on which registered | ||||||
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 5.07 Submission of Matters to a Vote of Security Holders
Annual Meeting of Stockholders
On June 9, 2025 , Blue Owl Capital Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). The issued and outstanding shares of common stock of the Company entitled to vote at the Annual Meeting consisted of the shares of common stock outstanding on the record date, April 17, 2025 (the “Record Date”), including: (a) 625,652,391 shares of Class A common stock, par value $0.0001 per share (“Class A Shares”), representing 625,652,391 votes, (b) zero shares of Class B common stock, par value $0.0001 per share, representing zero votes, (c) 613,693,976 shares of Class C common stock, par value $0.0001 per share (“Class C Shares”), representing 613,693,976 votes and (d) 308,619,203 shares of Class D common stock, par value $0.0001 per share (“Class D Shares”), representing 4,957,385,468 votes (or 80% of the total votes). Holders of Class A Shares, Class C Shares and Class D Shares voted as a single class on all matters presented at the Annual Meeting. At the Annual Meeting, the Company’s stockholders voted on the following proposals, each of which is described in more detail in the Company’s definitive proxy statement filed on April 25, 2025, and the Company’s inspector of election certified the vote tabulations indicated below. Of the total 6,196,731,835 votes eligible to be cast at the Annual Meeting, shares entitled to cast 6,093,346,142 votes were represented. The final results of the stockholder vote are set forth below.
Proposal 1
The nominees listed below were elected as Class I directors of the Company to serve for three-year terms expiring at the 2028 Annual Meeting of Stockholders once their respective successors have been duly elected and qualified or until their earlier resignation or removal, based on the following votes:
FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | ||||||||||||||||||||
| Jennifer Brouse | 5,867,202,790 | 146,748,168 | 93,313 | 79,301,871 | |||||||||||||||||||
| Craig W. Packer | 5,855,285,015 | 158,671,663 | 87,593 | 79,301,871 | |||||||||||||||||||
| Dana Weeks | 5,809,729,649 | 204,219,325 | 95,297 | 79,301,871 | |||||||||||||||||||
Proposal 2
The proposal to ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the Company’s 2025 fiscal year was approved based on the following votes:
FOR | AGAINST | ABSTAIN | |||||||||||||||
| 6,091,878,813 | 1,356,389 | 110,940 | |||||||||||||||
Proposal 3
The shareholders approved, on a non-binding advisory basis, the compensation paid to the Company’s named executive officers for the Company’s 2024 fiscal year (the “say-on-pay vote”) based on the following votes:
FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | ||||||||||||||||||||
| 5,755,217,217 | 255,974,188 | 2,852,866 | 79,301,871 | ||||||||||||||||||||
Proposal 4
The shareholders approved, on a non-binding advisory basis, a 3-year frequency of future advisory votes on the compensation paid to the Company’s named executive officers (the “say-on-frequency vote”) based on the following votes:
| 1 YEAR | 2 YEARS | 3 YEARS | ABSTAIN | ||||||||||||||||||||
| 435,716,096 | 194,263 | 5,575,525,215 | 2,608,697 | ||||||||||||||||||||
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.
| BLUE OWL CAPITAL INC. | ||||||||
| (registrant) | ||||||||
Date: June 9, 2025 | By: | /s/ Neena A. Reddy | ||||||
| Neena A. Reddy | ||||||||
| General Counsel and Secretary | ||||||||