Kennedy-Wilson Holdings Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
$KW
Real Estate
Finance
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
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(Exact name of registrant as specified in its charter)
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| (State or other jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
(Address of principal executive offices)(Zip Code)
(310 ) 887-6400
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
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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 (see General Instructions A.2.):
(See definition of “large accelerated filer," "accelerated filer," "smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act). (Check one):
| Large accelerated filer | ☒ | Accelerated filer | ☐ | ||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | ☐ | ||||||||
| Emerging growth company | ☐ | ||||||||||
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Item 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
The Company’s 2024 annual stockholder meeting was held on June 6, 2024. As of the record date for the meeting, the Company had 169,103,740 shares of common stock issued and outstanding or underlying the Company’s outstanding Series A Preferred Stock or the applicable warrants held by holders of shares of the Company’s outstanding Series B Preferred Stock and Series C Preferred Stock, and entitled to vote.
All of the nominees for director listed in proposal 1 of the proxy statement were elected as follows:
| Name | For | Against | Abstain | Broker Non-Votes | ||||||||||
| Richard Boucher | 154,320,771 | 1,276,941 | 83,363 | 4,857,427 | ||||||||||
| Norman Creighton | 127,901,091 | 27,694,772 | 85,212 | 4,857,427 | ||||||||||
| William J. McMorrow | 151,768,490 | 3,829,373 | 83,212 | 4,857,427 | ||||||||||
| Kent Mouton | 147,473,576 | 8,123,589 | 83,910 | 4,857,427 | ||||||||||
Proposal 2 of the proxy statement, the vote to approve, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers (commonly referred to as a “say-on-pay” vote), was approved by the following votes
| For | Against | Abstain | Broker Non-Votes | ||||||||
| 138,050,356 | 17,589,008 | 41,711 | 4,857,427 | ||||||||
Proposal 3 of the proxy statement, the ratification of the selection of KPMG LLP as the Company’s independent registered accountants for its fiscal year ending December 31, 2024, was approved by the following votes:
| For | Against | Abstain | ||||||
| 159,220,804 | 1,291,640 | 26,058 | ||||||
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.
| KENNEDY-WILSON HOLDINGS, INC. | ||||||||
| By: | /s/ JUSTIN ENBODY | |||||||
| Justin Enbody | ||||||||
| Chief Financial Officer | ||||||||
Date: June 6, 2024