UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
Current Report
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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).
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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 8, 2023, TPG Inc. (the “Company”) held its 2023 annual meeting of stockholders (the “2023 Annual Meeting”). The Company’s stockholders considered six 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 25, 2023, as amended on April 27, 2023 (the “Proxy Statement”).
On April 10, 2023, the record date, there were (i) 72,233,826 shares of Class A common stock, par value $0.001 (the “Class A Shares”) and (ii) 228,652,641 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 amended and restated certificate of incorporation (the “Amended and Restated Certificate of Incorporation”), which stipulates that “Free Float” (as defined under the rules of the FTSE Russell relating to the Russell indices) shares of 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 2024.
| FOR | WITHHOLD | BROKER NON-VOTES | ||||||||||
| David Bonderman |
714,372,071 | 14,804,598 | 3,680,745 | |||||||||
| Gunther Bright |
718,641,431 | 10,535,238 | 3,680,745 | |||||||||
| Maya Chorengel |
715,107,639 | 14,069,030 | 3,680,745 | |||||||||
| Jonathan Coslet |
715,115,337 | 14,061,332 | 3,680,745 | |||||||||
| James Coulter |
718,284,791 | 10,891,878 | 3,680,745 | |||||||||
| Mary Cranston |
718,056,239 | 11,120,430 | 3,680,745 | |||||||||
| Kelvin Davis |
715,114,623 | 14,062,046 | 3,680,745 | |||||||||
| Deborah Messemer |
717,896,479 | 11,280,190 | 3,680,745 | |||||||||
| Ganendran Sarvananthan |
715,107,768 | 14,068,901 | 3,680,745 | |||||||||
| Todd Sisitsky |
718,373,965 | 10,802,704 | 3,680,745 | |||||||||
| David Trujillo |
715,073,417 | 14,103,252 | 3,680,745 | |||||||||
| Anilu Vazquez-Ubarri |
718,454,965 | 10,721,704 | 3,680,745 | |||||||||
| Jack Weingart |
712,632,928 | 16,543,741 | 3,680,745 | |||||||||
| Jon Winkelried |
718,767,147 | 10,409,522 | 3,680,745 | |||||||||
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 2024.
| FOR | WITHHOLD | BROKER NON-VOTES | ||||||||||
| James Coulter |
718,236,405 | 10,940,264 | 3,680,745 | |||||||||
| Kelvin Davis |
714,769,595 | 14,407,074 | 3,680,745 | |||||||||
| Ganendran Sarvananthan |
714,764,929 | 14,411,740 | 3,680,745 | |||||||||
| Todd Sisitsky |
718,166,271 | 11,010,398 | 3,680,745 | |||||||||
| David Trujillo |
714,728,579 | 14,448,090 | 3,680,745 | |||||||||
| Anilu Vazquez-Ubarri |
718,245,917 | 10,930,752 | 3,680,745 | |||||||||
| Jack Weingart |
712,073,536 | 17,103,133 | 3,680,745 | |||||||||
| Jon Winkelried |
718,254,744 | 10,921,925 | 3,680,745 | |||||||||
Item 3. Advisory Vote to Approve Executive Compensation (Say-on-Pay)
Stockholders approved, on a non-binding advisory basis, the compensation paid to the Company’s named executive officers for the 2022 fiscal year.
| FOR |
AGAINST |
ABSTAIN |
BROKER NON-VOTES | |||
| 712,370,113 |
16,797,420 | 9,136 | 3,680,745 |
Item 4. Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation (Say-on-Frequency)
Stockholders approved, on a non-binding advisory basis, a three-year frequency of future advisory votes on the compensation paid to the Company’s named executive officers. Consistent with the Board of Directors’ recommendation, future advisory votes on executive compensation will be held every three years until the next required advisory vote on the frequency of the advisory vote on executive compensation.
| 1 YEAR |
2 YEARS |
3 YEARS |
ABSTAIN |
BROKER NON-VOTES | ||||
| 32,921,961 |
18,847 | 696,232,646 | 3,215 | 3,680,745 |
Item 5. 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, 2023.
| FOR |
AGAINST |
ABSTAIN | ||
| 732,785,132 |
61,095 | 11,187 |
Item 6. Amendment and Restatement of the Amended and Restated Certificate of Incorporation
Stockholders approved the amendment and restatement of the Company’s Amended and Restated Certificate of Incorporation (the “Amended Charter”) to provide the Board of Directors with the powers currently reserved solely for the Executive Committee.
| FOR |
AGAINST |
ABSTAIN |
BROKER NON-VOTES | |||
| 729,107,592 |
62,950 | 6,127 | 3,680,745 |
On June 8, 2023, following the approval by stockholders at the 2023 Annual Meeting, the Company filed the Amended Charter with the Secretary of State of the State of Delaware. The Amended Charter became effective upon its filing with the Secretary of State of the State of Delaware.
A copy of the Amended Charter is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
The Board of Directors also approved a corresponding amendment and restatement of the Bylaws of the Company (the “Amended and Restated Bylaws”), which became effective immediately upon the filing of the Amended Charter with the Secretary of State of the State of Delaware. A copy of the Amended and Restated Bylaws is attached hereto as Exhibit 3.2 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 3.1 | Amended and Restated Certificate of Incorporation of TPG Inc. | |
| 3.2 | Amended and Restated Bylaws 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 12, 2023