0001823945FALSE00018239452023-06-092023-06-09

(Exact name of registrant as specified in its charter)

(212) 419-3000

(Registrant’s telephone number, including area code)

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:

☐    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
Class A Shares			OWL			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. ☐

On June 9, 2023, Blue Owl Capital Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). The issued and outstanding shares of common stock of the Company entitled to vote at the Annual Meeting consisted of the shares of common stock outstanding on the record date, April 19, 2023 (the “Record Date”), including: (a) 445,872,226 shares of Class A common stock, par value $0.0001 per share (“Class A Shares”), representing 445,872,226 votes, (b) zero shares of Class B common stock, par value $0.0001 per share, representing zero votes, (c) 642,123,728 shares of Class C common stock, par value $0.0001 per share (“Class C Shares”), representing 642,123,728 votes and (d) 319,132,127 shares of Class D common stock, par value $0.0001 per share (“Class D Shares”), representing 4,351,983,816 votes (or 80% of the total votes). Holders of Class A Shares, Class C Shares and Class D Shares voted as a single class on all matters presented at the Annual Meeting. At the Annual Meeting, the Company’s stockholders voted on the following proposals, each of which is described in more detail in the Company’s definitive proxy statement filed on April 25, 2023, and the Company’s inspector of election certified the vote tabulations indicated below. Of the total 5,439,979,770 votes eligible to be cast at the Annual Meeting, shares entitled to cast 4,923,645,222 votes were represented. The final results of the stockholder vote are set forth below.

The nominees listed below were elected as Class II directors of the Company to serve for three-year terms expiring at the 2026 Annual Meeting of Stockholders once their respective successors have been duly elected and qualified or until their earlier resignation or removal, based on the following votes:

			FOR						AGAINST						ABSTAIN						BROKER NON-VOTES
Claudia Holz			4,746,276,932						101,407,265						103,084						75,857,941
Marc S. Lipschultz			4,765,880,754						81,803,837						102,690						75,857,941
Michael D. Rees			4,759,817,289						87,867,387						102,605						75,857,941

The proposal to ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the Company’s 2023 fiscal year was approved based on the following votes:

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.