KKR (KKR) Proxy Filing summary

Executive summary

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

• Proposed amendments aim to modernize governance, streamline documents, and remove legacy partnership provisions.

• Transition supports transparency, accountability, and responsible management of global investment operations.

Voting matters and shareholder proposals

• Five proposals: eliminate 90% supermajority for Charter changes, require stockholder action at meetings, grant Board authority to fill vacancies, allow Board to set its size and remove redundant provisions, and permit adjournment if more time is needed for votes.

• Board unanimously recommends voting FOR all proposals; high approval thresholds required for some amendments.

• Proposals are designed to align with best practices among S&P 500 companies and enhance shareholder rights.

Board of directors and corporate governance

• Governance evolution includes conversion to a corporation, addition of independent directors, and commitment to majority independent Board.

• Post-Sunset Date, common stockholders will have one vote per share and annual director elections.

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

• No classified Board, poison pill, or supermajority requirements post-amendments.