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(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former
Name or Former Address, if Changed Since Last Report)
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 Instruction A.2. below):
i☐
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i☐
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i☐
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
Common Stock
CG
The Nasdaq Global Select Market
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 i☐
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 June 1, 2021, The Carlyle Group Inc. (the “Company”) held its 2021 Annual Meeting of Shareholders (the “Annual Meeting”). As further discussed below, at the Annual Meeting, the shareholders of the Company approved The Carlyle Group Inc. Amended and Restated 2012 Equity Incentive Plan (the “Equity Incentive Plan”), which had been previously approved by the Company’s Board of Directors, subject to shareholder approval.
Submission of Matters to a Vote of Security Holders.
The Company held its Annual Meeting on June 1, 2021.The Company’s shareholders
considered five proposals, each of which is described in more detail in the Proxy Statement. The final voting results for each matter submitted to a vote of stockholders at the Annual Meeting were as follows:
Item 1.Election to our Board of Directors of the following four Class 1 director nominees for a three-year term:
FOR
WITHHELD
BROKER
NON-VOTES
Daniel A. D'Aniello
254,213,310
47,047,815
27,553,886
Peter J. Clare
278,630,095
22,631,030
27,553,886
Dr. Thomas S. Robertson
300,175,789
1,085,336
27,553,886
William
J. Shaw
300,020,303
1,240,822
27,553,886
Item 2.Ratification of Ernst & Young LLP as Independent Registered Public Accounting Firm for 2021
FOR
AGAINST
ABSTAIN
BROKER
NON-VOTES
325,218,993
3,498,718
97,300
—
Item 3.Approval of The Carlyle Group Inc. Amended and Restated 2012 Equity Incentive Plan
FOR
AGAINST
ABSTAIN
BROKER
NON-VOTES
290,972,874
10,093,517
194,734
27,553,886
Item 4.Non-Binding Vote to Approve Named Executive Officer Compensation
FOR
AGAINST
ABSTAIN
BROKER
NON-VOTES
273,158,564
25,881,521
2,221,040
27,553,886
Proposal 5.Non-Binding Vote on Frequency of Shareholder Votes to Approve Named Executive Officer Compensation
1
YEAR
2 YEARS
3 YEARS
ABSTAIN
BROKER NON-VOTES
300,933,820
75,350
129,250
122,705
27,553,886
The Board of Directors has considered these voting results and determined, consistent with the Board of
Directors’ recommendation, that an advisory vote on named executive officer compensation will be submitted to shareholders on an annual basis until the next vote on frequency of shareholder votes on the compensation of the Company’s named executive officers.
Cover Page Interactive Data File (embedded within the Inline XBRL document).
+ Management contract or compensatory plan or arrangement in which directors and/or executive officers are eligible to participate.
SIGNATURE
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.