UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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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:
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| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
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. ☐
Explanatory Note
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
At the Company’s Annual Meeting of the Stockholders held on June 13, 2024 (the “Annual Meeting”), the Company’s stockholders approved the Amended and Restated Blue Owl Capital Inc. 2021 Equity Incentive Plan (the “Plan”), which had been previously approved by the Company’s Board of Directors, subject to stockholder approval. A description of the Plan is set forth in the section entitled “Proposal 3: Approval of the Amended and Restated Blue Owl Capital Inc. 2021 Equity Incentive Plan” of the Company’s Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on April 26, 2024 (the “Proxy Statement”), which is incorporated herein by reference.
The description is qualified in its entirety by reference to the Plan, a copy of which is attached hereto as Exhibit 10.1.
| Item 5.07 | Submission of Matters to a Vote of Security Holders |
Annual Meeting of Stockholders
At the Annual Meeting, the Company’s stockholders voted on three proposals, each of which is described in more detail in the Proxy Statement. The issued and outstanding shares of common stock of the Company entitled to vote at the Annual Meeting consisted of the shares of common stock outstanding on the record date, April 19, 2024 (the “Record Date”), including: (a) 500,879,131 shares of Class A common stock, par value $0.0001 per share (“Class A Shares”), representing 500,879,131 votes, (b) zero shares of Class B common stock, par value $0.0001 per share, representing zero votes, (c) 611,908,856 shares of Class C common stock, par value $0.0001 per share (“Class C Shares”), representing 611,908,856 votes and (d) 316,016,619 shares of Class D common stock, par value $0.0001 per share (“Class D Shares”), representing 4,451,151,948 votes (or 80% of the total votes). Holders of Class A Shares, Class C Shares and Class D Shares voted as a single class on all matters presented at the Annual Meeting. At the Annual Meeting, the Company’s stockholders voted on the following proposals, each of which is described in more detail in the Company’s definitive proxy statement filed on April 26, 2024, and the Company’s inspector of election certified the vote tabulations indicated below. Of the total 5,563,939,935 votes eligible to be cast at the Annual Meeting, shares entitled to cast 5,079,969,007 votes were represented. The final results of the stockholder vote are set forth below.
Proposal 1
The nominees listed below were elected as Class III directors of the Company to serve for three-year terms expiring at the 2027 Annual Meeting of Stockholders once their respective successors have been duly elected and qualified or until their earlier resignation or removal, based on the following votes:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||||||||||||
| Andrew S. Komaroff |
4,836,315,109 | 170,909,957 | 1,313,415 | 71,430,526 | ||||||||||||
| Douglas I. Ostrover |
4,836,509,970 | 170,692,327 | 1,336,184 | 71,430,526 | ||||||||||||
| Stacy Polley |
4,776,295,046 | 230,929,674 | 1,313,761 | 71,430,526 | ||||||||||||
| Marc Zahr |
4,834,941,739 | 172,280,056 | 1,316,686 | 71,430,526 | ||||||||||||
Proposal 2
The proposal to ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the Company’s 2024 fiscal year was approved based on the following votes:
| FOR |
AGAINST |
ABSTAIN | ||
| 5,073,891,050 | 5,983,300 | 94,657 |
Proposal 3
The proposal to approve the Amended and Restated Blue Owl Capital Inc. 2021 Equity Incentive Plan was approved based on the following votes:
| FOR |
AGAINST |
ABSTAIN |
BROKER NON-VOTES | |||
| 4,739,939,214 | 268,233,551 | 365,716 | 71,430,526 |
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits:
| Exhibit |
Description | |
| 10.1 | Amended and Restated Blue Owl Capital Inc. 2021 Omnibus Equity Incentive Plan | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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.
| BLUE OWL CAPITAL INC. | ||||||
| (registrant) | ||||||
| Date: June 20, 2024 | By: | /s/ Neena A. Reddy | ||||
| Neena A. Reddy | ||||||
| General Counsel and Secretary | ||||||