Kennedy-Wilson Holdings, Inc.

false 0001408100 0001408100 2026-06-10 2026-06-10 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): June 10, 2026 KENNEDY-WILSON HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-33824 26-0508760 (State or other jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.) 151 S. El Camino Drive Beverly Hills , California 90212 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: ( 310 ) 887-6400 N/A (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 (see General Instructions A.2.): ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ 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: Title of each class Trading symbol(s) Name of each exchange on which registered Common stock, $.0001 par value KW NYSE 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 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS Background As previously disclosed, Kennedy-Wilson Holdings, Inc., a Delaware corporation (the “ Company ” or “ Kennedy Wilson ”) entered into an Agreement 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, which 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 therein, 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 ”). On June 10, 2026, Kennedy Wilson held a special meeting of stockholders (“ Special Meeting ”) to vote on certain proposals relating to the Merger Agreement. 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 Commission (the “ SEC ”) and mailed to all stockholders of record of the Company as of the Record Date (as defined below). As 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 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) entitled to vote at the Special Meeting. At the Special Meeting, a total of 149,552,176 shares 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 entitled to vote as of the Record Date, were present in person or represented by proxy, constituting a quorum to conduct business. Following the approval of the Merger Proposal (as defined below) at the Special Meeting, the Company, Parent and Merger Sub anticipate the transactions contemplated 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 previously 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. The 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 follows: Proposal No. 1: Merger Proposal The proposal to adopt the Merger Agreement (the “ Merger Proposal ”) required (i) the affirmative vote of a majority of the outstanding voting power 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 Stock (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 Stock (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 entitled 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 Proposal, 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 certain 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 General Corporation Law of the State of Delaware) (the “ Disinterested Stockholder Approval ”). The Company’s stockholders approved the Merger Proposal, as follows: Majority Approval: Votes For Votes Against Abstentions 148,957,598 535,978 58,600 Disinterested Stockholder Approval: Votes For Votes Against Abstentions 108,258,576 535,978 58,600 Proposal No. 2: Advisory Compensation Proposal The proposal to approve, on a non-binding advisory basis, the compensation that will or may become payable by Kennedy Wilson to its named executive officers 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 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, on a non-binding, advisory basis, the Advisory Compensation Proposal as follows: Votes For Votes Against Abstentions 139,504,118 9,411,306 636,752 Proposal No. 3: Adjournment Proposal The 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 additional 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 major