Carlyle Group Inc. Announces Board and Executive Changes

TL;DR

Carlyle Group Inc. (CG) filed an 8-K detailing director departures, new elections, and executive pay changes.

AI Summary

The Carlyle Group Inc. announced on May 29, 2024, changes related to its board of directors and executive compensation. Specifically, the company reported the departure of a director, the election of new directors, and adjustments to compensatory arrangements for certain officers. The filing also covers the submission of matters to a vote of security holders.

Why It Matters

Changes in board composition and executive compensation can signal shifts in company strategy and governance, potentially impacting investor confidence and future performance.

Risk Assessment

Risk Level: low — This filing primarily concerns routine corporate governance matters such as board changes and executive compensation, which typically carry low immediate risk.

Key Players & Entities

• The Carlyle Group Inc. (company) — Registrant
• May 29, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• 1001 Pennsylvania Avenue, NW Washington, DC 20004-2505 (address) — Principal business address

FAQ

Filing Documents

• cg-20240529.htm (8-K) — 130KB
• cg202405298-kxexhibit101.htm (EX-10.1) — 191KB
• cg-20240529_g1.jpg (GRAPHIC) — 1332KB
• 0001527166-24-000054.txt ( ) — 3656KB
• cg-20240529.xsd (EX-101.SCH) — 2KB
• cg-20240529_def.xml (EX-101.DEF) — 15KB
• cg-20240529_lab.xml (EX-101.LAB) — 27KB
• cg-20240529_pre.xml (EX-101.PRE) — 16KB
• cg-20240529_htm.xml (XML) — 4KB

02

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On May 29, 2024, The Carlyle Group Inc. (the "Company") held its 2024 Annual Meeting of Shareholders (the "Annual Meeting"). As further described in Item 5.07 below, at the Annual Meeting, the Company's shareholders approved The Carlyle Group Inc. Amended and Restated 2012 Equity Incentive Plan (the "Equity Incentive Plan"), which had been previously approved by the Company's Board of Directors (the "Board"), subject to shareholder approval. A description of the Equity Incentive Plan is set forth in the section entitled " Item 4. Approval of The Carlyle Group Inc. Amended and Restated 2012 Equity Incentive Plan " starting on page 36 of the Company's Definitive Proxy Statement on Schedule 14A, filed with the U.S. Securities and Exchange Commission on April 18, 2024 (the "Proxy Statement"), which is incorporated herein by reference. The description is qualified in its entirety by reference to the Equity Incentive Plan, a copy of which is attached hereto as Exhibit 10.1.

07

Item 5.07 Submission of Matters to a Vote of Security Holders. At the Annual Meeting, the Company's shareholders considered six proposals, each of which is described in more detail in the Proxy Statement. The final voting results for each matter submitted to a vote of shareholders at the Annual Meeting were as follows:

Election to Our Board of Three Director Nominees for a One-Year Term

Item 1. Election to Our Board of Three Director Nominees for a One-Year Term FOR WITHHELD BROKER NON-VOTES Daniel A. D'Aniello 297,040,105 12,516,890 23,542,432 Sharda Cherwoo 308,518,313 1,038,682 23,542,432 William J. Shaw 302,172,377 7,384,618 23,542,432

Ratification of Ernst & Young LLP as Our Independent Registered Public Accounting Firm for 2024

Item 2. Ratification of Ernst & Young LLP as Our Independent Registered Public Accounting Firm for 2024 FOR AGAINST ABSTAIN BROKER NON-VOTES 326,375,367 6,583,018 141,042 —

Management Proposal to Eliminate the Supermajority Vote Provision in Our Charter

Item 3. Management Proposal to Eliminate the Supermajority Vote Provision in Our Charter FOR AGAINST ABSTAIN BROKER NON-VOTES 308,967,464 502,455 87,076 23,542,432

Approval of The Carlyle Group Inc. Amended and Restated 2012 Equity Incentive Plan

Item 4. Approval of The Carlyle Group Inc. Amended and Restated 2012 Equity Incentive Plan FOR AGAINST ABSTAIN BROKER NON-VOTES 253,091,280 56,173,905 291,810 23,542,432

Non-Binding Vote to Approve Named Executive Officer Compensation ("Say-on-Pay")

Item 5. Non-Binding Vote to Approve Named Executive Officer Compensation ("Say-on-Pay") FOR AGAINST ABSTAIN BROKER NON-VOTES 250,319,089 58,881,055 356,851 23,542,432

Shareholder Proposal to Adopt Improved Shareholder Right to Call a Special Shareholder Meeting

Item 6. Shareholder Proposal to Adopt Improved Shareholder Right to Call a Special Shareholder Meeting FOR AGAINST ABSTAIN BROKER NON-VOTES 119,111,471 189,847,420 598,104 23,542,432

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 10.1+ The Carlyle Group Inc. Amended and Restated 2012 Equity Incentive Plan. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). + Management contract or compensatory plan or arrangement in which directors and/or executive officers are eligible to participate.

SIGNATURES

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. The Carlyle Group Inc. Date: May 31, 2024 By: /s/ Jeffrey W. Ferguson Name: Jeffrey W. Ferguson Title: General Counsel

View Full Filing

View this 8-K filing on SEC EDGAR