UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): December 31, 2021

KKR & Co. Inc.
(Exact name of registrant as specified in its charter)

Delaware
001-34820
26-0426107
     
(State or other jurisdiction of incorporation)
 (Commission File Number)
(IRS Employer Identification No.)

30 Hudson Yards
New York, NY 10001
Telephone: (212) 750-8300
(Address, zip code, and telephone number, including
area code, of registrant’s principal executive office.)

NOT APPLICABLE
(Former name or former address, if changed since last report)

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 Instruction A.2. below):

☐
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 class
Trading symbol(s)
Name of each exchange on which
registered
Common Stock
KKR
New York Stock Exchange
     
6.00% Series C Mandatory Convertible Preferred Stock
KKR PR C
New York Stock Exchange
     
4.625% Subordinated Notes due 2061 of KKR Group Finance Co. IX LLC
KKRS
 
New 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 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 31, 2021, Matthew Cohler was appointed to the Board of Directors of KKR & Co. Inc.

Mr. Cohler will receive the customary 2022 annual cash retainer for non-executive directors of $110,000, which will be prorated based on his date of appointment. In addition, Mr. Cohler received a prorated portion of the 2022 annual equity grant for non-executive directors, which is equal to 2,330 restricted stock units under the Amended and Restated KKR & Co. Inc. 2019 Equity Incentive Plan and will vest on October 1, 2022. Mr. Cohler also entered into KKR’s customary indemnification agreement for non-executive directors.

Item 5.07
Submission of Matters to a Vote of Security Holders.

On December 31, 2021, KKR Management LLP, by a written consent of the sole holder of the Series I preferred stock of KKR & Co. Inc., approved the increase in the number of directors constituting the entire Board to sixteen directors and approved the appointment of Mr. Cohler.

Item 7.01
Regulation FD Disclosure

A copy of the press release announcing the appointment of Mr. Cohler to the Board of KKR is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

As provided in General Instruction B.2 of Form 8-K, the information in this Item 7.01 and the exhibit furnished by this Form 8-K shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall they be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01
Financial Statements and Exhibits.


(d)
Exhibits

Exhibit
No.
  
Description
     
 
Press release of KKR & Co. Inc., dated January 3, 2022, announcing the appointment of Matthew Cohler as director (this exhibit is furnished and not filed).
Exhibit 104
  
Cover Page Interactive Data File, formatted in Inline XBRL.
 
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.

 
KKR & CO. INC.
   
Date: January 3, 2022
By:
/s/ Christopher Lee
 
Name:
 Christopher Lee
 
Title:
 Assistant Secretary