Carlyle shareholders approve board declassification and amended equity plan

Carlyle Group Inc.

Shareholders approved declassifying the board over three years; effective June 1, 2023 via amended certificate of incorporation.
Amended and Restated 2012 Equity Incentive Plan approved with 274.9M for, 24.1M against, 27.6M broker non-votes.
Plan increases share reserve to 39.8M shares; grants vest no faster than one year (except 5% exemption) and term through 2033.
Say-on-pay vote: 202.8M for (67.9%) vs 95.9M against (32.1%), a notable shareholder dissent level.
All four Class III director nominees elected with >93% of votes cast for each (excluding broker non-votes).

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Carlyle Group Inc.: Amended and Restated Certificate of Incorporation to declassify the board over a three-year period, effective June 1, 2023 (effective 2023-06-01).

Change: charter amendment
Effective: 2023-06-01

Exact text from the filing

the Company’s shareholders approved the Amended and Restated Certificate of Incorporation, which became effective upon the Company’s filing of the Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware on June 1, 2023

View on SEC.gov

Shareholder Votes SEC 8-K Item 5.07 confidence 0.4

Carlyle Group Inc. shareholders voted on Election of Directors at the 2023-05-30 meeting.

Proposal: director election
Meeting: 2023-05-30

Exact text from the filing

On May 30, 2023, The Carlyle Group Inc. (the “Company”) held its 2023 Annual Meeting of Shareholders (the “Annual Meeting”).

View on SEC.gov

Shareholder Votes SEC 8-K Item 5.07 confidence 0.4

Carlyle Group Inc. shareholders approved Advisory vote on executive compensation at the 2023-05-30 meeting.

Proposal: say on pay
Outcome: passed
Meeting: 2023-05-30

Exact text from the filing

On May 30, 2023, The Carlyle Group Inc. (the “Company”) held its 2023 Annual Meeting of Shareholders (the “Annual Meeting”).

View on SEC.gov

Shareholder Votes SEC 8-K Item 5.07 confidence 0.4

Carlyle Group Inc. shareholders approved Approval of The Carlyle Group Inc. Amended and Restated 2012 Equity Incentive Plan at the 2023-05-30 meeting.

Proposal: equity plan
Outcome: passed
Meeting: 2023-05-30

Exact text from the filing

the Company’s shareholders approved The Carlyle Group Inc. Amended and Restated 2012 Equity Incentive Plan

View on SEC.gov

Shareholder Votes SEC 8-K Item 5.07 confidence 0.4

Carlyle Group Inc. shareholders approved Ratification of independent registered public accounting firm at the 2023-05-30 meeting.

Proposal: auditor ratification
Outcome: passed
Meeting: 2023-05-30

Exact text from the filing

On May 30, 2023, The Carlyle Group Inc. (the “Company”) held its 2023 Annual Meeting of Shareholders (the “Annual Meeting”).

View on SEC.gov

27 governance changes filed in the last 30 days. Browse all governance changes →

Carlyle Group Inc. filing history →

Source: SEC EDGAR

accession 0001527166-23-000068

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