Kennedy-Wilson amends merger voting to require 2/3 supermajority excluding certain large holders

Kennedy-Wilson Holdings, Inc.

Amendment requires 2/3 vote of all voting stock (common + preferred on as-converted) to adopt merger, excluding shares owned by CEO McMorrow, Windisch, Lee, and Fairfax affiliates.
Original majority-vote requirement remains, but supermajority condition reduces influence of excluded holders.
Deal structure triggers Section 203 DGCL; amendment confirms no other anti-takeover laws apply.
Change may increase difficulty of obtaining stockholder approval for the pending acquisition by Kona Bidco.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Kennedy-Wilson Holdings, Inc. amended Agreement and Plan of Merger with Kona Bidco, LLC and Kona Merger Subsidiary, Inc. valued at Amendment requiring two-thirds vote of Company Voting Stock as defined (effective 2026-03-15).

Action: amendment
Agreement: merger
Counterparty: Kona Bidco, LLC and Kona Merger Subsidiary, Inc.
Value: Amendment requiring two-thirds vote of Company Voting Stock as defined
Effective: 2026-03-15

Exact text from the filing

On March 15, 2026, Kennedy Wilson entered into an Amendment to Agreement and Plan of Merger (the “Merger Agreement Amendment”, and the Original Merger Agreement, as amended, supplemented and otherwise modified by the Merger Agreement Amendment, the “Merger Agreement”) with Parent and Merger Sub.

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Kennedy-Wilson Holdings, Inc. filing history →

Source: SEC EDGAR

accession 0001140361-26-009460

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