{"url_path":"/sec/kw/8-k/2026-06-11/item-5-07","section_key":"item-5-07","section_title":"Item 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-11","source_url":"https://www.sec.gov/Archives/edgar/data/1408100/0001140361-26-024819-index.html","accession_number":"0001140361-26-024819","cik":"0001408100","ticker":"KW","issuer_name":"Kennedy-Wilson Holdings, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1408100/0001140361-26-024819-index.html","primary_entity_key":"0001408100","primary_entity_name":"Kennedy-Wilson Holdings, Inc."},"word_count":1734,"has_tables":true,"body_markdown":"Item 5.07\n\nSUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS\n\nBackground\n\nAs previously disclosed, Kennedy-Wilson Holdings, Inc., a Delaware corporation (the “Company” or “Kennedy Wilson”) entered into an\nAgreement and Plan of Merger with Kona Bidco, LLC, a Delaware limited liability company (“Parent”), and Kona Merger Subsidiary, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), on February 16, 2026,\nwhich was amended by that certain Amendment to Agreement and Plan of Merger, dated March 15, 2026 (as amended, the “Merger Agreement”). The Merger Agreement provides, among other things, and subject to the terms and conditions set forth\ntherein, that Merger Sub will be merged with and into the Company, with the Company continuing as the surviving corporation and subsidiary of Parent (the “Merger”).\n\nOn June 10, 2026, Kennedy Wilson held a special meeting of stockholders (“Special Meeting”) to vote on certain proposals relating to the Merger\nAgreement. Such proposals are described in more detail below and in the Company’s Definitive Proxy Statement on Schedule 14A, dated May 5, 2026 (as supplemented, the “Definitive Proxy Statement”), filed with the Securities and Exchange\nCommission (the “SEC”) and mailed to all stockholders of record of the Company as of the Record Date (as defined below).\n\nAs of the close of business on May 4, 2026, the record date for the Special Meeting (the “Record Date”), there were 164,505,033 shares of\nCompany common stock and shares of Company preferred stock (calculated on an as-converted basis or based on the number of outstanding warrants, as applicable) entitled to vote at the Special Meeting. At the Special Meeting, a total of 149,552,176\nshares of Company common stock and shares of Company preferred stock (calculated on an as-converted basis or based on the number of outstanding warrants, as applicable), representing approximately 90.91% of the Company’s outstanding voting power\nentitled to vote as of the Record Date, were present in person or represented by proxy, constituting a quorum to conduct business.\n\nFollowing the approval of the Merger Proposal (as defined below) at the Special Meeting, the Company, Parent and Merger Sub anticipate the transactions\ncontemplated by the Merger Agreement, including the Merger, will close on or about June 16, 2026, subject to the satisfaction of customary closing conditions, as described in more detail in the Definitive Proxy Statement. Additionally, as\npreviously announced, the Company’s dividend payment of $0.12 per share to common stockholders as of June 11, 2026 is expected to be paid on such closing date.\n\nThe number of votes cast for and against, as well as the number of abstentions, with respect to each proposal presented at the Special Meeting were as\nfollows:\n\nProposal No. 1: Merger Proposal\n\nThe proposal to adopt the Merger Agreement (the “Merger Proposal”) required (i) the affirmative vote of a majority of the outstanding voting\npower of (a) the Company’s common stock, par value $0.0001 per share, (b) the Company’s 5.75% Series A Cumulative Perpetual Convertible Preferred Stock (on an as-converted basis), (c) the Company’s 4.75% Series B Cumulative Perpetual Preferred\nStock (based on the number of outstanding warrants issued in connection with the issuance of such stock and in accordance with the certificate of designations governing such stock) and (d) the Company’s 6.00% Series C Cumulative Perpetual Preferred\nStock (based on the number of outstanding warrants issued in connection with the issuance of such stock and in accordance with the certificate of designations governing such stock) (collectively, the “Company Voting Stock”), in each case\nentitled to vote on the Merger Proposal, voting as a single class (the “Majority Approval”), and (ii) the affirmative vote of at least two-thirds of the outstanding voting power of the Company Voting Stock entitled to vote on the Merger\nProposal, excluding the Company Voting Stock “owned” (as such term is defined in Section 203 of the General Corporation Law of the State of Delaware) by William J. McMorrow, William J. McMorrow Revocable Trust, Matthew Windisch, In Ku Lee and\ncertain affiliates of Fairfax Financial Holdings Limited that hold shares of Company Voting Stock (collectively, the “Consortium Parties”) and their respective “affiliates” and “associates” (as such terms are defined in Section 203 of the\nGeneral Corporation Law of the State of Delaware) (the “Disinterested Stockholder Approval”). The Company’s stockholders approved the Merger Proposal, as follows:\n\nMajority Approval:\n\nVotes For\n\nVotes Against\n\nAbstentions\n\n148,957,598\n\n535,978\n\n58,600\n\nDisinterested Stockholder Approval:\n\nVotes For\n\nVotes Against\n\nAbstentions\n\n108,258,576\n\n535,978\n\n58,600\n\nProposal No. 2: Advisory Compensation Proposal\n\nThe proposal to approve, on a non-binding advisory basis, the compensation that will or may become payable by Kennedy Wilson to its named executive\nofficers in connection with the transactions contemplated by the Merger Agreement (the “Advisory Compensation Proposal”) required the affirmative vote of a majority in voting power of the votes cast (excluding abstentions and broker\nnon-votes) by the stockholders of Kennedy Wilson present by means of remote communication or represented by proxy at the Special Meeting and entitled to vote on such proposal. The Company’s stockholders approved, on a non-binding, advisory basis,\nthe Advisory Compensation Proposal as follows:\n\nVotes For\n\nVotes Against\n\nAbstentions\n\n139,504,118\n\n9,411,306\n\n636,752\n\nProposal No. 3: Adjournment Proposal\n\nThe proposal to approve one or more adjournments of the Special Meeting, from time to time to a later date or dates, if necessary, to solicit\nadditional proxies if there were insufficient votes to adopt the Merger Proposal at the time of the Special Meeting (the “Adjournment Proposal”) required the affirmative vote of a majority in voting power of the votes cast (excluding\nabstentions and broker non-votes) by the stockholders of Kennedy Wilson present by means of remote communication or represented by proxy at the Special Meeting and entitled to vote on such proposal. The Company’s stockholders approved the\nAdjournment Proposal, as follows:\n\nVotes For\n\nVotes Against\n\nAbstentions\n\n143,306,344\n\n6,169,767\n\n76,065\n\nHowever, because Proposal No. 1 to adopt the Merger Agreement was approved, the adjournment of the Special Meeting was not necessary to continue to\nsolicit additional proxies and, accordingly, the Special Meeting was not adjourned.\n\nFORWARD LOOKING STATEMENTS\n\nThis Current Report on Form 8-K contains “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the\nSecurities Exchange Act of 1934, as amended. These forward-looking statements are necessarily estimates reflecting the judgment of the Company’s senior management based on the Company’s current estimates, expectations, forecasts and projections and\ninclude comments that express the Company’s current opinions about trends and factors that may impact future results. Disclosures that use words such as “believe,” “may,” “anticipate,” “estimate,” “intend,” “could,” “plan,” “expect,” “project” or\nthe negative of these, as well as similar expressions, are intended to identify forward-looking statements. Forward-looking statements involve significant known and unknown risks and uncertainties that may cause the Company’s actual results in\nfuture periods to differ materially from those projected or contemplated in the forward-looking statements. The inclusion of such statements should not be regarded as a representation that such plans, estimates or expectations will be achieved.\nThere is no assurance that the Merger will be consummated, and there are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements made herein as a result of various factors,\nincluding, without limitation: (1) the inability to consummate the Merger within the anticipated time period, or at all, due to any reason, including the termination or expiration of any required waiting periods, or the failure to satisfy the other\nconditions to the consummation of the Merger; (2) the risk that the Merger Agreement may be terminated in circumstances requiring the Company to pay a termination fee; (3) the risk that the Merger disrupts the Company’s current plans and operations\nor diverts management’s attention from its ongoing business; (4) the effect of the announcement of the Merger on the ability of the Company to retain and hire key personnel and maintain relationships with those with whom it does business; (5) the\neffect of the announcement or pendency of the Merger on the Company’s operating results and business generally; (6) the significant costs, fees and expenses related to the Merger; (7) the risk that the Company’s stock price may decline\nsignificantly if the Merger is not consummated; (8) the nature, cost and outcome of any litigation and other legal proceedings, including any such proceedings related to the Merger and instituted against the Company and/or its directors, executive\nofficers or other related persons; (9) other risks that could affect the Company’s business, financial condition or results of operations, including those set forth in the Company’s most recent Annual Report on Form 10-K and any subsequent filings;\nand (10) other risks to the consummation of the Merger. Forward-looking statements are not guarantees of future performance, rely on a number of assumptions concerning future events, many of which are outside of the Company’s control, and involve\nknown and unknown risks and uncertainties that could cause the Company’s actual results, performance or achievement, or industry results to differ materially from any future results, performance or achievements, expressed or implied by such\nforward-looking statements. These risks and uncertainties may include the risks and uncertainties described elsewhere in this report and other filings with the SEC. Any such forward-looking statements, whether made in this report or elsewhere,\nshould be considered in the context of the various disclosures made by the Company about its businesses including, without limitation, the risk factors discussed in the Company’s filings with the SEC.\n\nIf the Merger is consummated, the Company’s stockholders will cease to have any equity interest in the Company and will have no right to participate\nin its earnings and future growth. These and other factors are identified and described in more detail in the Company’s most recent Annual Report on Form 10-K as well as the Company’s subsequent filings and are available online at www.sec.gov.\nReaders are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date thereof. Except as required by applicable law, the Company undertakes no obligation to update any forward-looking statement, or to make\nany other forward-looking statements, whether as a result of new information, future events or otherwise.\n\n \n\nSIGNATURES\n\nPursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on\nits behalf by the undersigned hereunto duly authorized.\n\nKENNEDY-WILSON HOLDINGS, INC.\n\n \n\n \n\nBy:\n\n/s/ JUSTIN ENBODY\n\n \n\nJustin Enbody\n\n \n\nChief Financial Officer\n\n \n\n \n\n \n\nDate: June 11, 2026"}