UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
Current Report
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On June 24, 2022, the board of directors (the “Board”) of TPG Inc. (the “Company”) increased the size of the Board from thirteen to fourteen members and appointed Gunther Bright as a director to fill the resulting vacancy effective July 1, 2022. Upon joining the Board, Mr. Bright will serve as a member of the Audit Committee, Conflicts Committee, of which Mr. Bright will serve as chair, and Compensation Committee (collectively, the “Committees”).
The Board has determined that Mr. Bright satisfies all applicable requirements to serve on the Committees, including, without limitation, the applicable independence requirements of the Nasdaq Stock Market LLC and the Securities Exchange Act of 1934, as amended. The Board has also determined that Mr. Bright qualifies as an “audit committee financial expert” as such term has been defined in Item 407(d) of Regulation S-K.
Effective as of Mr. Bright’s appointment, Todd Sisitsky no longer serves on the Audit Committee and such committee is now fully independent under the independence rules applicable to audit committees.
Since 2020, Mr. Bright has served as Executive Vice President and General Manager of Global and U.S. Large Enterprises, Global Commercial Services at American Express. Prior to this role, he served as Executive Vice President and General Manager of the Merchant Services business of American Express from 2014 to 2020. Mr. Bright served as an independent board member of McAfee Corp. (NASDAQ: MCFE) from September 2021 until February 2022, and currently serves as an Executive Committee Member of the Junior Achievement of New York Board of Directors, Vice Chairman and Executive Committee Member of the Alvin Ailey American Dance Theater Board of Trustees and a member of the Executive Leadership Council. Mr. Bright received his Bachelor of Arts degree in economics from Pace University and completed an advanced executive management program at the Wharton School of the University of Pennsylvania.
There are no arrangements or understandings between Mr. Bright and any other person pursuant to which he was elected as a director of the Company, and there are no family relationships between Mr. Bright and any of the Company’s other directors or executive officers. Mr. Bright is not a party to any current or proposed transaction with the Company for which disclosure is required under Item 404(a) of Regulation S-K.
Mr. Bright will receive the compensation we provide to independent directors of the Company in accordance with the Company’s Independent Director Compensation Policy filed as Exhibit 10.30 to the Company’s Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission on March 29, 2022 (the “Annual Report”). Mr. Bright also entered into the Company’s standard indemnification agreement for directors as described in the “Indemnification Agreements” section of the Annual Report.
| Item 7.01 | Regulation FD Disclosure |
A copy of the Company’s press release announcing the appointment of Mr. Bright as a director of the Company 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 Exhibit 99.1 incorporated in 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”), or otherwise subject to the liabilities of that section, nor shall such information or Exhibit 99.1 be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
Description | |
| 99.1 | Press release of TPG Inc., dated June 27, 2022. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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 thereto duly authorized.
| TPG INC. | ||
| By: | /s/ Bradford Berenson | |
| Name: | Bradford Berenson | |
| Title: | General Counsel | |
Date: June 27, 2022