DEF 14A

DEF 14A 1 d134981ddef14a.htm DEF 14A DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material under §240.14a-12

LOGO

KENNEDY-WILSON HOLDINGS, 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

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☐	Fee previously paid with preliminary materials.

☐ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

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LOGO

KENNEDY WILSON NOTICE OF 2021 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT

LOGO

April 29, 2021

Dear Fellow Stockholder,

I cordially invite you to attend the 2021 annual meeting of stockholders of Kennedy-Wilson Holdings, Inc., to be held on Thursday, June 10, 2021, at 9:00 a.m. Pacific Time (the “Annual Meeting”). Due to the ongoing public health impact of the COVID-19 pandemic, and to support the health and well-being of our stockholders and employees, this year’s Annual Meeting will again be a completely virtual meeting of stockholders, conducted via live webcast.

The proxy statement, with the accompanying formal notice of the meeting, describes the matters expected to be acted upon at the meeting and details of how you can attend the meeting virtually. We ask that you review these materials carefully.

We hope you will be able to attend the meeting. However, whether or not you are personally present, your vote is extremely important to us and our business. We are pleased to offer multiple options for voting your shares. You may vote via the Internet, by mail, or during the meeting as described in the accompanying proxy statement.

Thank you for your continued support of Kennedy Wilson.

All the very best,

LOGO

William J. McMorrow

Chairman and Chief Executive Officer

Kennedy Wilson / Proxy Statement 2021 / 1

LOGO

KENNEDY-WILSON HOLDINGS, INC.

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO THE STOCKHOLDERS OF KENNEDY-WILSON HOLDINGS, INC.:

The Annual Meeting of the Stockholders of Kennedy-Wilson Holdings, Inc., a Delaware corporation (the “Company”), will be held on June 10, 2021, at 9:00 a.m. Pacific Time (the “Annual Meeting”) and will be a completely virtual meeting of stockholders, conducted via live webcast at https://www.cstproxy.com/kennedywilson/2021, for the following purposes:

LOGO

To elect four (4)

directors to the Board
of Directors of the
Company to serve for
a three-year term and
until their successors
are duly elected
and qualified.

To vote on an advisory, nonbinding proposal
to approve the
compensation of the
Company’s named
executive officers.

To ratify the
appointment of KPMG
LLP as our independent registered accounting
firm for the
2021 fiscal year.

To transact any other business as may
properly be presented
at the Annual Meeting
or any adjournment or postponement thereof.

Stockholders of record of the Company’s common stock at the close of business on April 23, 2021 are entitled to notice of, and to vote at, the Annual Meeting or any adjournment or postponement thereof. To attend the Annual Meeting, stockholders of record will need to register to attend at https://www.cstproxy.com/kennedywilson/2021 beginning at 8:00 a.m. on June 7, 2021. Stockholders of record will need the 12-digit control number included on their proxy card or Notice of Internet Availability to register. Street name stockholders must first contact their broker or bank and receive a legal proxy and, after it is received, contact the Company’s transfer agent, Continental Stock Transfer, to obtain a meeting control number to register. Continental Stock Transfer can be reached via email at proxy@continentalstock.com or by phone at (917) 262-2373. Continental will require a copy of the legal proxy. To ensure receipt of a meeting control number in time, stockholders should contact Continental Stock Transfer no later than Monday, June 7, 2021. Stockholders that have obtained a legal proxy from their broker or bank without previously voting their shares will only be able to vote their shares through the link on the virtual meeting site. A list of the stockholders entitled to vote at the meeting may be examined at the Company’s office at 151 S. El Camino Drive, Beverly Hills, California during the 10-day period preceding the Annual Meeting.

2 / Kennedy Wilson / Proxy Statement 2021

All stockholders are cordially invited to attend the meeting. Whether or not you expect to attend, you are respectfully requested by the Board of Directors to vote your shares online or sign, date and return the enclosed proxy promptly, or otherwise follow the instructions contained in this proxy statement. Stockholders who execute proxies retain the right to revoke them at any time prior to the voting thereof. If you received this proxy statement in the mail, a return envelope is enclosed for your convenience.

SEC Form DEF 14A filed by Kennedy-Wilson Holdings Inc.