Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________

FORM 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):

June 6, 2024

_____________

KENNEDY-WILSON HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

_____________

Delaware

001-33824

26-0508760

(State or other jurisdiction
of Incorporation)

(Commission File Number)

(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)

_____________

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))

(See definition of “large accelerated filer," "accelerated filer," "smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act). (Check one):


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
Emerging growth company	☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No

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, $.0001 par value	KW	NYSE

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 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

The Company’s 2024 annual stockholder meeting was held on June 6, 2024. As of the record date for the meeting, the Company had 169,103,740 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:


Name	For	Against	Abstain	Broker Non-Votes
Richard Boucher	154,320,771	1,276,941	83,363	4,857,427
Norman Creighton	127,901,091	27,694,772	85,212	4,857,427
William J. McMorrow	151,768,490	3,829,373	83,212	4,857,427
Kent Mouton	147,473,576	8,123,589	83,910	4,857,427

Proposal 2 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


For	Against	Abstain	Broker Non-Votes
138,050,356	17,589,008	41,711	4,857,427

Proposal 3 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, 2024, was approved by the following votes:


For	Against	Abstain
159,220,804	1,291,640	26,058

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.


			KENNEDY-WILSON HOLDINGS, INC.

			By:			/s/ JUSTIN ENBODY
						Justin Enbody
						Chief Financial Officer

Date: June 6, 2024

Cover Page	Jun. 06, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jun. 06, 2024
Entity Registrant Name	KENNEDY-WILSON HOLDINGS, INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-33824
Entity Tax Identification Number	26-0508760
Entity Address, Address Line One	151 S El Camino Drive
Entity Address, City or Town	Beverly Hills
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	90212
City Area Code	310
Local Phone Number	887-6400
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Title of 12(b) Security	Common stock, $.0001 par value
Trading Symbol	KW
Security Exchange Name	NYSE
Entity Central Index Key	0001408100
Amendment Flag	false