UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported):
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | |||||||||
| (Zip Code) | |||||||||||
(817 ) 871-4000
(Registrant’s telephone number, including area code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
(Nasdaq Global Select Market) | ||||||||||||||
(Nasdaq Global Market) | ||||||||||||||
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. ☐
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.
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.
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 | |||||||||||||||||
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 | ||||||||||||||
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 | ||||||||||||
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.
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
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: June 6, 2024
Exhibit 3.1
CERTIFICATE OF AMENDMENT OF
RESTATED CERTIFICATE OF INCORPORATION OF
TPG INC.
TPG Inc., a Delaware corporation (the “Corporation”), certifies as follows:
First: Article VII, Section 7.1 of the Restated Certificate of Incorporation of the Corporation is amended to read in its entirety as follows: “7.1 Limited Liability of Directors and Officers. A director or officer of the Corporation shall not be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or officer, respectively, except to the extent such exemption from liability or limitation thereof is not permitted under the DGCL as the same exists or may hereafter be amended. All references in this Section 7.1 to “officer” shall have the meaning ascribed to such term in Section 102(b)(7) of the DGCL.”
Second: The foregoing amendment was duly adopted in accordance with the provisions of Section 242 of the Delaware General Corporation Law.
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IN WITNESS WHEREOF, the undersigned has caused this Certificate of Amendment to be signed by its duly authorized officer on the date set forth below.
| TPG Inc. | ||
| /s/ Bradford Berenson | ||
| Bradford Berenson | ||
| General Counsel and Secretary | ||
| Date: June 5, 2024 | ||
[Certificate of Amendment of TPG Inc.]