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    Blue Owl Capital Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders

    6/9/25 4:15:57 PM ET
    $OWL
    Investment Managers
    Finance
    Get the next $OWL alert in real time by email
    owl-20250609
    0001823945FALSE00018239452025-06-092025-06-09

    UNITED STATES
    SECURITIES AND EXCHANGE COMMISSION
    Washington, D.C. 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 9, 2025
    ___________________________
    BLUE OWL CAPITAL INC.
    (Exact name of registrant as specified in its charter)
    ___________________________
    Delaware001-3965386-3906032
    (State or other jurisdiction of
    incorporation or organization)
    (Commission File Number)(I.R.S. Employer
    Identification No.)
    399 Park Avenue,New York,NY10022
    (address of principal executive offices)

    (212) 419-3000
    (Registrant’s telephone number, including area code)
    ___________________________
    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:
    ☐    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 classTrading symbol(s)Name of each exchange on which registered
    Class A SharesOWLNew 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 5.07 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 Brouse5,867,202,790146,748,16893,31379,301,871
    Craig W. Packer5,855,285,015158,671,66387,59379,301,871
    Dana Weeks5,809,729,649204,219,32595,29779,301,871
    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
    6,091,878,8131,356,389110,940
    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
    5,755,217,217255,974,1882,852,86679,301,871
    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
    435,716,096194,2635,575,525,2152,608,697



    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


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