TPG Inc. Files 8-K: Fiscal Year Change & Shareholder Matters

TL;DR

TPG Inc. updated its fiscal year to 12/31 and filed an 8-K covering shareholder votes and financials.

AI Summary

TPG Inc. filed an 8-K on June 6, 2024, reporting events that occurred on June 5, 2024. The filing indicates a change in the company's fiscal year end to December 31st and includes information about the submission of matters to a vote of security holders and financial statements. TPG Inc. is incorporated in Delaware and its principal executive offices are located in Fort Worth, Texas.

Why It Matters

This filing updates TPG Inc.'s reporting structure and confirms key corporate actions, which is important for investors tracking the company's governance and financial reporting cadence.

Risk Assessment

Risk Level: low — The filing is routine and reports on corporate governance and financial reporting changes, not indicating any immediate operational or financial distress.

Key Numbers

• 001-41222 — SEC File Number (Identifies TPG Inc.'s filing with the SEC)
• 87-2063362 — IRS Employer Identification No. (Tax identification for TPG Inc.)

Key Players & Entities

• TPG Inc. (company) — Registrant
• June 5, 2024 (date) — Date of earliest event reported
• June 6, 2024 (date) — Date of report
• Delaware (jurisdiction) — State of incorporation
• Fort Worth, TX (location) — Business address
• 1231 (date) — Fiscal year end

FAQ

Key Financial Figures

• $0.001 — ares of Class A common stock, par value $0.001 (the "Class A Shares"), and (ii) 263,95

Filing Documents

• tpg-20240605.htm (8-K) — 71KB
• ex31-tpgincxcertificateofa.htm (EX-3.1) — 7KB
• 0001880661-24-000034.txt ( ) — 251KB
• tpg-20240605.xsd (EX-101.SCH) — 3KB
• tpg-20240605_def.xml (EX-101.DEF) — 16KB
• tpg-20240605_lab.xml (EX-101.LAB) — 29KB
• tpg-20240605_pre.xml (EX-101.PRE) — 17KB
• tpg-20240605_htm.xml (XML) — 4KB

03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year The information required by this Item 5.03 is included in Item 5.07 and is incorporated herein by reference.

07. Submission of Matters to a Vote of the Security Holders

Item 5.07. Submission of Matters to a Vote of the Security Holders On June 5, 2024, TPG Inc. (the "Company") held its 2024 annual meeting of stockholders (the "2024 Annual Meeting"). The Company's stockholders considered four items of business, each of which is described in more detail in the Company's Definitive Proxy Statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on April 24, 2024 (the "Proxy Statement"). On April 15, 2024, the record date, there were (i) 92,555,842 shares of Class A common stock, par value $0.001 (the "Class A Shares"), and (ii) 263,952,639 shares of Class B common stock, par value $0.001 (the "Class B Shares"), outstanding and entitled to vote. Each Class A Share was entitled to one vote per share and each Class B Share was entitled to ten votes per share, subject to Article 4.2(a) of the Company's restated certificate of incorporation (the "Restated Certificate of Incorporation"), which stipulates that "Free Float" (as defined under the rules of the FTSE Russell relating to the Russell indices) Class A Shares are entitled to at least 5.1% of the aggregate voting power. The matters voted on and the results of the votes cast by holders of the Class A Shares and Class B Shares, voting together, are set forth below.

Election of Directors

Item 1. Election of Directors The nominees listed below were elected to serve on the Board of Directors, in each case for a one-year term expiring at the annual meeting of stockholders to be held in 2025. FOR WITHHOLD BROKER NON-VOTES Josh Baumgarten 1,352,721,177 27,445,336 7,168,026 David Bonderman 1,352,038,426 28,128,087 7,168,026 Gunther Bright 1,360,507,016 19,659,497 7,168,026 Maya Chorengel 1,352,561,935 27,604,578 7,168,026 Jonathan Coslet 1,352,434,401 27,732,112 7,168,026 James Coulter 1,360,767,377 19,399,136 7,168,026 Mary Cranston 1,354,668,885 25,497,628 7,168,026 Kelvin Davis 1,352,653,804 27,512,709 7,168,026 Deborah Messemer 1,358,481,698 21,684,815 7,168,026 Nehal Raj 1,352,737,479 27,429,034 7,168,026 Jeffrey Rhodes 1,352,747,164 27,419,349 7,168,026 Ganendran Sarvananthan 1,352,565,404 27,601,109 7,168,026 Todd Sisitsky 1,360,518,132 19,648,381 7,168,026 David Trujillo 1,352,574,143 27,592,370 7,168,026 Anilu Vazquez-Ubarri 1,360,507,436 19,659,077 7,168,026 Jack Weingart 1,358,811,881 21,354,632 7,168,026 Jon Winkelried 1,361,902,406 18,264,107 7,168,026

Election of Executive Committee Members

Item 2. Election of Executive Committee Members The nominees listed below were elected to serve on the Executive Committee, in each case for a one-year term expiring at the annual meeting of stockholders to be held in 2025. FOR WITHHOLD BROKER NON-VOTES Josh Baumgarten 1,351,825,528 28,340,985 7,168,026 James Coulter 1,359,853,185 20,313,328 7,168,026 Kelvin Davis 1,351,768,644 28,397,869 7,168,026 Nehal Raj 1,351,843,567 28,322,946 7,168,026 Jeffrey Rhodes 1,351,852,520 28,313,993 7,168,026 Ganendran Sarvananthan 1,351,670,373 28,496,140 7,168,026 Todd Sisitsky 1,360,082,906 20,083,607 7,168,026 David Trujillo 1,351,680,684 28,485,829 7,168,026 Anilu Vazquez-Ubarri 1,360,066,725 20,099,788 7,168,026 Jack Weingart 1,358,382,303 21,784,210 7,168,026 Jon Winkelried 1,359,953,505 20,213,008 7,168,026

Ratification of Deloitte as our Independent Registered Public Accounting Firm

Item 3. Ratification of Deloitte as our Independent Registered Public Accounting Firm Stockholders ratified the selection of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the year ended December 31, 2024. FOR AGAINST ABSTAIN 1,387,028,986 288,545 17,008

Amendment to the Restated Certificate of Incorporation

Item 4. Amendment to the Restated Certificate of Incorporation Stockholders approved the amendment to the Company's Restated Certificate of Incorporation (the "Charter Amendment") providing for officer exculpation under Delaware law. FOR AGAINST ABSTAIN BROKER NON-VOTES 1,357,217,878 22,933,250 15,385 7,168,026 On June 5, 2024, following the approval by stockholders at the 2024 Annual Meeting, the Company filed the Certificate of Amendment (the "Certificate of Amendment") of the Restated Certificate of Incorporation with the Secretary of State of the State of Delaware. The Certificate of Amendment became effective upon its filing with the Secretary of State of the State of Delaware. A copy of the Certificate of Amendment is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 3.1 Certificate of Amendment of Restated Certificate of Incorporation of TPG Inc. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

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 thereto duly authorized. TPG Inc. By: /s/ Bradford Berenson Name: Bradford Berenson Title: General Counsel Date: Ju ne 6, 2024

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View this 8-K filing on SEC EDGAR