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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
June 5, 2025
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KENNEDY-WILSON HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
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Delaware |
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001-33824 |
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26-0508760 |
(State or other jurisdiction of Incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
151 S El Camino Drive Beverly Hills, California 90212
(Address of principal executive offices)(Zip Code)
(310) 887-6400
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
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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 Instructions A.2.):
☐ 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:
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
Common stock, $.0001 par value |
KW |
NYSE |
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).
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 April 24, 2025, the Board of Directors (the “Board”) of Kennedy-Wilson Holdings, Inc. (the “Company”) adopted an amendment (the “Amendment”) to the Company’s Second Amended and Restated 2009 Equity Participation Plan, as amended (the “Second Amended and Restated Plan”), subject to approval by the Company’s stockholders. On June 5, 2025, the Company’s stockholders approved the Amendment and the Amendment became effective.
The Second Amended and Restated Plan provides for the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, distribution equivalent units, performance stock awards, performance unit awards and stock appreciation rights to eligible employees, directors and consultants of the Company and its affiliates.
With respect to awards granted to non-employee directors, the Second Amended and Restated Plan is administered by the full Board. With respect to all other awards, the Second Amended and Restated Plan is administered by the Compensation Committee of the Board (the “Compensation Committee”). The plan administrator has broad authority to administer the Second Amended and Restated Plan, including, but not limited to, the power to designate participants to whom awards may be granted, the types, sizes and terms of awards, the number of awards to be granted, the number of shares of common stock to which an award will relate, and the price, form of payment and timing of awards.
The Amendment increases the aggregate number of shares of common stock of the Company that may be issued under the Second Amended and Restated by an additional 3,400,000 shares to a total of 24,645,000 shares.
The Second Amended and Restated Plan may be amended or terminated by the Board at any time, subject to certain limitations requiring stockholder consent or the consent of the participant. The Second Amended and Restated Plan will expire on April 28, 2027.
A description of the material terms of the Second Amended and Restated Plan, as amended by the Amendment, was included in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 25, 2025, and such description is incorporated herein by reference. The description of the Amendment in the proxy statement and the foregoing summary of the Amendment are qualified in their entirety by reference to the full text of the Amendment, a copy of which is filed herewith as Exhibit 10.1 and incorporated by reference herein.
Item 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company’s 2025 annual stockholder meeting was held on June 5, 2025. As of the record date for the meeting, the Company had 171,162,048 shares of common stock issued and outstanding or underlying the Company’s outstanding Series A Preferred Stock or the applicable warrants held by holders of shares of the Company’s outstanding Series B Preferred Stock and Series C Preferred Stock, and entitled to vote.
All of the nominees for director listed in proposal 1 of the proxy statement were elected as follows:
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Name |
For |
Against |
Abstain |
Broker Non-Votes |
Trevor Bowen |
154,992,584 |
1,955,801 |
184,665 |
6,404,299 |
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Wade Burton |
155,065,087 |
2,037,619 |
30,344 |
6,404,299 |
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Stanley R. Zax |
125,662,609 |
31,282,776 |
187,665 |
6,404,299 |
Proposal 2 of the proxy statement, approval of an amendment to the Company’s Second Amended and Restated 2009 Equity Participation Plan to increase the number of shares of the Company’s common stock available for awards thereunder by an additional 3,400,000 shares, was approved by the following votes
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For |
Against |
Abstain |
Broker Non-Votes |
130,828,907 |
18,713,215 |
7,590,928 |
6,404,299 |
Proposal 3 of the proxy statement, the vote to approve, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers (commonly referred to as a “say-on-pay” vote), was approved by the following votes Proposal 4 of the proxy statement, the ratification of the selection of KPMG LLP as the Company’s independent registered accountants for its fiscal year ending December 31, 2025, was approved by the following votes:
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For |
Against |
Abstain |
Broker Non-Votes |
98,101,534 |
51,379,834 |
7,651,682 |
6,404,299 |
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For |
Against |
Abstain |
162,088,566 |
1,410,560 |
38,223 |
Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits.
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Exhibit No. |
Description |
10.1 |
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104 |
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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.
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KENNEDY-WILSON HOLDINGS, INC. |
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By: |
/s/ JUSTIN ENBODY |
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Justin Enbody |
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Chief Financial Officer |
Date: June 5, 2025
EX-10.1
2
ex101thirdamendmenttosecon.htm
THIRD AMENDMENT TO SECOND AMENDED AND RESTATED 2009 EQUITY PARTICIPATION PLAN.
Document
Exhibit 10.1
THIRD AMENDMENT TO KENNEDY-WILSON HOLDINGS, INC. SECOND AMENDED AND RESTATED 2009 EQUITY PARTICIPATION PLAN
THIS THIRD AMENDMENT to KENNEDY-WILSON HOLDINGS, INC. SECOND AMENDED AND RESTATED 2009 EQUITY PARTICIPATION PLAN (this “Third Amendment”) is made and adopted by the Board of Directors (the “Board”) of Kennedy-Wilson Holdings, Inc., a Delaware corporation (the “Company”), on April 24, 2025, effective as of the date of the Company’s 2025 annual meeting of stockholders, provided that it is approved by the Company’s stockholders on that date (the “Effective Date”). All capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Plan (as defined below).
RECITALS
WHEREAS, the Company maintains the Kennedy-Wilson Holdings, Inc. Second Amended and Restated 2009 Equity Participation Plan (as amended from time to time, the “Plan”);
WHEREAS, pursuant to Article XV of the Plan, the Board may amend the Plan from time to time; provided that any such amendment to increase the number of shares of Common Stock subject to the Plan shall be subject to approval by the Company’s shareholders; and
WHEREAS, the Company desires to amend the Plan as set forth herein, including to increase the number of shares of Common Stock subject to the Plan by an additional three million four hundred thousand (3,400,000) shares of Common Stock.
NOW, THEREFORE, BE IT RESOLVED, that the Plan is hereby amended as set forth herein, effective as of the Effective Date:
AMENDMENT
1.Section 5.1 of the Plan is hereby amended and restated in its entirety as follows:
“Section 5.1 Stock Grant and Award Limits. The Committee may from time to time grant Awards to one or more Employees, Directors and/or Consultants determined by it to be eligible for participation in the Plan in accordance with the provisions of Article VI. Subject to Article XIV, the aggregate number of shares of Common Stock that may be issued under the Plan shall not exceed twenty-four million six hundred forty-five thousand (24,645,000) shares (the “Share Limit”). Notwithstanding any provision in the Plan to the contrary, the maximum aggregate number of shares of Common Stock with respect to one or more Awards that may be granted to any one Employee during any calendar year shall be two million (2,000,000) shares (subject to adjustment in the same manner as provided in Article XIV with respect to shares of Common Stock subject to Awards then outstanding). The limitation set forth in the preceding sentence shall be applied in a manner which shall permit compensation generated in connection with such Awards to constitute “performance-based” compensation for purposes of Section 162(m) of the Code, including, but not limited to, counting against such maximum number of shares, to the extent required under Section 162(m) of the Code, any shares subject to Awards that are canceled or Options or Stock Appreciation Rights that are repriced. In addition, the grant date fair value (determined as of the date of grant under applicable accounting standards) of Awards granted to any Director during any calendar year shall not exceed six hundred thousand dollars $600,000 (the “Director Limit”).”
2.Effective as of the Effective Date, this Third Amendment shall be and is hereby incorporated into and forms a part of the Plan.
3.Except as expressly provided herein, all terms and conditions of the Plan shall remain in full force and effect.
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I hereby certify that the foregoing Third Amendment was duly adopted by the Board of Directors of Kennedy-Wilson Holdings, Inc. on April 24, 2025.
Executed on this 24th day of April, 2025.
By: /s/ In Ku Lee
Name: In Ku Lee
Title: Executive VP, GC, Secretary
I hereby certify that the foregoing Third Amendment was duly approved by the stockholders of Kennedy-Wilson Holdings, Inc. on June 5, 2025.
Executed on this 5th day of June, 2025.
By: /s/ In Ku Lee
Name: In Ku Lee
Title: Executive VP, GC, Secretary