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Carlyle Group Inc. – ‘8-K’ for 8/7/22

On:  Monday, 8/8/22, at 7:28am ET   ·   For:  8/7/22   ·   Accession #:  1193125-22-214185   ·   File #:  1-35538

Previous ‘8-K’:  ‘8-K’ on / for 8/1/22   ·   Latest ‘8-K’:  This Filing

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 8/08/22  Carlyle Group Inc.                8-K:5,9     8/07/22   12:201K                                   Donnelley … Solutions/FA

Current Report   —   Form 8-K

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                      HTML     31K 
 2: EX-99.1     Miscellaneous Exhibit                               HTML     15K 
 7: R1          Document and Entity Information                     HTML     52K 
10: XML         IDEA XML File -- Filing Summary                      XML     12K 
 8: XML         XBRL Instance -- d418314d8k_htm                      XML     18K 
 9: EXCEL       IDEA Workbook of Financial Reports                  XLSX      8K 
 4: EX-101.DEF  XBRL Definitions -- cg-20220807_def                  XML     41K 
 5: EX-101.LAB  XBRL Labels -- cg-20220807_lab                       XML     68K 
 6: EX-101.PRE  XBRL Presentations -- cg-20220807_pre                XML     43K 
 3: EX-101.SCH  XBRL Schema -- cg-20220807                           XSD     15K 
11: JSON        XBRL Instance as JSON Data -- MetaLinks               14±    21K 
12: ZIP         XBRL Zipped Folder -- 0001193125-22-214185-xbrl      Zip     22K 


‘8-K’   —   Current Report


This is an HTML Document rendered as filed.  [ Alternative Formats ]



 iX: 
  8-K  
 i Carlyle Group Inc.  i false  i 0001527166 0001527166 2022-08-07 2022-08-07 0001527166 us-gaap:CommonStockMember 2022-08-07 2022-08-07 0001527166 us-gaap:SeniorSubordinatedNotesMember 2022-08-07 2022-08-07

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

FORM  i 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  i August 7, 2022

 

 

The Carlyle Group Inc.

(Exact name of registrant as specified in its charter)

 

 

 

 i Delaware    i 001-35538    i 45-2832612
(State or Other Jurisdiction
of Incorporation)
  (Commission
File Number)
  (IRS Employer
Identification No.)

 

 i 1001 Pennsylvania Avenue,  i NW  
 i Washington,  i DC    i 20004-2505
(Address of Principal Executive Offices)   (Zip Code)

 i (202)  i 729-5626

(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

 i Common Stock    i CG    i The Nasdaq Global Select Market
 i 4.625% Subordinated Notes due 2061 of Carlyle Finance L.L.C.    i CGABL    i 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 August 7, 2022, The Carlyle Group Inc. (the “Company”) announced that the Company’s Board of Directors (the “Board”) and its Chief Executive Officer, Kewsong Lee, have mutually agreed that Mr. Lee will step down as Chief Executive Officer and a member of the Board, effective as of such date. Mr. Lee will serve as a Senior Advisor through the end of the year in order to assist with the transition. The Board has appointed William E. Conway to serve as interim Chief Executive Officer until a permanent successor to Mr. Lee has been appointed.

Mr. Conway, age 72, is a Co-Founder of the Company and current Non-Executive Co-Chairman of the Board. Mr. Conway was elected to the Board effective July 18, 2011. Previously, Mr. Conway served as the Company’s Co-Chief Executive Officer and Chief Investment Officer. Prior to forming the Company in 1987, Mr. Conway was the Senior Vice President and Chief Financial Officer of MCI Communications Corporation (“MCI”). Mr. Conway was a Vice President and Treasurer of MCI from 1981 to 1984. Mr. Conway is Chairman of the Board of Trustees of Johns Hopkins Medicine and a member of the Board of Trustees of the Catholic University of America. He previously served as chairman and/or director of several public and private companies in which the Company had significant investment interests. Mr. Conway received his BA from Dartmouth College and his MBA in finance from The University of Chicago Booth School of Business.

In connection with the leadership transition, Christopher Finn, the Company’s Chief Operating Officer, has agreed to defer his previously-announced retirement at the end of this year. In addition, the Board has formed a search committee to drive the search for a permanent Chief Executive Officer. The Board will immediately engage an executive search firm to identify and assess candidates for the permanent Chief Executive Officer position.

In connection with Mr. Lee’s separation from employment, Mr. Lee and the Company entered into a separation agreement, dated as of August 7, 2022. The separation agreement provides that Mr. Lee will receive the severance benefits set forth in his employment agreement and equity award agreements, as previously disclosed by the Company, including vesting of the 2018, 2019 and 2020 performance-based restricted stock unit awards held by Mr. Lee. Vesting of such awards will be based on actual performance results measured through the end of calendar year 2022. Mr. Lee will also retain the allocations of direct carried interest that he received prior to his appointment as Chief Executive Officer. The separation agreement includes a general release of claims from Mr. Lee in favor of the Company, and provides that Mr. Lee shall continue to comply with the post-employment restrictive covenants set forth in his employment agreement.

A copy of the related press release is attached to this Current Report on Form 8-K as Exhibit 99.1.

 


Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit
No.

  

Description

99.1    Press Release, dated August 7, 2022.
104    Cover Page Interactive Data File (embedded within the Inline XBRL document).

 


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.

 

   

The Carlyle Group Inc.

  Date: August 8, 2022

    By:  

/s/ Jeffrey W. Ferguson

        Name:  

Jeffrey W. Ferguson

      Title:  

General Counsel


Dates Referenced Herein

This ‘8-K’ Filing    Date    Other Filings
Filed on:8/8/22None on these Dates
For Period end:8/7/22
7/18/11
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