Item 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
On April 24, 2025, the Board of Directors (the “Board”) of Kennedy-Wilson Holdings, Inc. (the “Company”) adopted an amendment (the “Amendment”) to the Company’s Second Amended and Restated 2009 Equity Participation Plan, as amended (the “Second Amended and Restated Plan”), subject to approval by the Company’s stockholders. On June 5, 2025, the Company’s stockholders approved the Amendment and the Amendment became effective.
The Second Amended and Restated Plan provides for the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, distribution equivalent units, performance stock awards, performance unit awards and stock appreciation rights to eligible employees, directors and consultants of the Company and its affiliates.
With respect to awards granted to non-employee directors, the Second Amended and Restated Plan is administered by the full Board. With respect to all other awards, the Second Amended and Restated Plan is administered by the Compensation Committee of the Board (the “Compensation Committee”). The plan administrator has broad authority to administer the Second Amended and Restated Plan, including, but not limited to, the power to designate participants to whom awards may be granted, the types, sizes and terms of awards, the number of awards to be granted, the number of shares of common stock to which an award will relate, and the price, form of payment and timing of awards.
The Amendment increases the aggregate number of shares of common stock of the Company that may be issued under the Second Amended and Restated by an additional 3,400,000 shares to a total of 24,645,000 shares.
The Second Amended and Restated Plan may be amended or terminated by the Board at any time, subject to certain limitations requiring stockholder consent or the consent of the participant. The Second Amended and Restated Plan will expire on April 28, 2027.
A description of the material terms of the Second Amended and Restated Plan, as amended by the Amendment, was included in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 25, 2025, and such description is incorporated herein by reference. The description of the Amendment in the proxy statement and the foregoing summary of the Amendment are qualified in their entirety by reference to the full text of the Amendment, a copy of which is filed herewith as Exhibit 10.1 and incorporated by reference herein.
Item 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company’s 2025 annual stockholder meeting was held on June 5, 2025. As of the record date for the meeting, the Company had 171,162,048 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 |
| Trevor Bowen | 154,992,584 | 1,955,801 | 184,665 | 6,404,299 |
| | | | |
| Wade Burton | 155,065,087 | 2,037,619 | 30,344 | 6,404,299 |
| | | | |
| Stanley R. Zax | 125,662,609 | 31,282,776 | 187,665 | 6,404,299 |
Proposal 2 of the proxy statement, approval of an amendment to the Company’s Second Amended and Restated 2009 Equity Participation Plan to increase the number of shares of the Company’s common stock available for awards thereunder by an additional 3,400,000 shares, was approved by the following votes
| | | | | | | | | | | |
| For | Against | Abstain | Broker Non-Votes |
| 130,828,907 | 18,713,215 | 7,590,928 | 6,404,299 |
Proposal 3 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 |
| 98,101,534 | 51,379,834 | 7,651,682 | 6,404,299 |
Proposal 4 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, 2025, was approved by the following votes:
| | | | | | | | |
| For | Against | Abstain |
| 162,088,566 | 1,410,560 | 38,223 |
