KKR (KKR) Proxy Filing summary

Executive summary

• Special Meeting scheduled for April 21, 2026, to vote on significant amendments to the charter, aligning governance with S&P 500 standards and transitioning to a one share, one vote structure by December 31, 2026.

• Proposals include removing supermajority voting, requiring stockholder meetings for action, granting the Board authority to fill vacancies, and modernizing the charter.

• Board unanimously recommends voting FOR all proposals, emphasizing enhanced transparency, accountability, and stockholder engagement.

• Transition marks the end of founder control and the beginning of equal voting rights for all common stockholders.

Voting matters and shareholder proposals

• Proposal 1: Remove 90% supermajority requirement for charter amendments, moving to majority voting.

• Proposal 2: Require all stockholder actions to occur at meetings, eliminating written consent.

• Proposal 3: Grant Board sole authority to fill director vacancies until next annual meeting.

• Proposal 4: Allow Board to fix its size and remove outdated provisions.

• Proposal 5: Permit adjournment of the meeting to solicit more proxies if needed.

Board of directors and corporate governance

• Board is majority independent, with recent additions bringing expertise in finance, risk, technology, and international business.

• Board oversees strategy, succession planning, and regular refreshment to ensure diverse skills.

• Post-Sunset Date, Board will have authority to fix its size and fill vacancies, with annual elections by common stockholders.

• Board committees (Audit, Risk, Nominating, Compensation) are or will be 100% independent.