8-K – 2026-06-05 – cg-20260603.htm

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 3, 2026

The Carlyle Group Inc.
(Exact name of registrant as specified in its charter)

Delaware

 

001-35538

 

45-2832612

(State or Other Jurisdiction
of Incorporation)

 

(Commission
File Number)

 

(IRS Employer
Identification No.)

1001 Pennsylvania Avenue, NW

Washington , DC 20004-2505

(Address of Principal Executive Offices, Including Zip Code)

( 202 ) 729-5626
(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 (see General Instruction A.2. below):

☐

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

CG

The Nasdaq Global Select Market

4.625% Subordinated Notes due 2061 of Carlyle Finance
L.L.C.

CGABL

The Nasdaq Global Select 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 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.

On June 3, 2026, The Carlyle Group Inc. (the “Company”) held its 2026 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 3. Approval of The Carlyle Group Inc.
Amended and Restated 2012 Equity Incentive Plan ” starting on page 33 of the Company’s Definitive Proxy Statement on
Schedule 14A, filed with the U.S. Securities and Exchange Commission on April 23, 2026 (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.

Item 5.07

Submission of Matters to a Vote of Security Holders.

On June 3, 2026, the Company held its Annual Meeting . The Company’s shareholders considered four 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:
Item 1.  Election to Our Board of Directors of Thirteen Director Nominees for a One-Year Term

FOR

WITHHELD

BROKER NON-VOTES

William E. Conway, Jr.

294,669,209

7,650,436

30,694,352

David M. Rubenstein

294,696,355

7,623,290

30,694,352

Daniel A. D ’ Aniello

294,883,924

7,435,721

30,694,352

Harvey M. Schwartz

299,883,948

2,435,697

30,694,352

Afsaneh Beschloss

300,033,486

2,286,159

30,694,352

Sharda Cherwoo

299,762,668

2,556,977

30,694,352

Linda H. Filler

299,512,926

2,806,719

30,694,352

Lawton W. Fitt

288,425,619

13,894,026

30,694,352

James H. Hance, Jr.

294,784,933

7,534,712

30,694,352

Mark S. Ordan

293,285,680

9,033,965

30,694,352

Derica W. Rice

294,488,714

7,830,931

30,694,352

William J. Shaw

294,377,755

7,941,890

30,694,352

Anthony Welters

287,620,659

14,698,986

30,694,352

Item 2.  Ratification of Ernst & Young LLP as Our Independent Registered Public Accounting Firm for 2026

FOR

AGAINST

ABSTAIN

BROKER NON-VOTES

325,337,355

7,384,983

291,659

—

Item 3. Approval of The Carlyle Group Inc. Amended and Restated 2012 Equity Incentive Plan

FOR

AGAINST

ABSTAIN

BROKER NON-VOTES

252,707,398

49,426,621

185,626

30,694,352

Item 4.  Non-Binding Vote to Approve Named Executive Officer Compensation ( “ Say-on-Pay ” )

FOR

AGAINST

ABSTAIN

BROKER NON-VOTES

246,902,606

54,984,239

432,800

30,694,352

Item 9.01

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
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: June 5, 2026

 

 

By:

 

/s/ Jeffrey W. Ferguson

 

 

Name:

 

Jeffrey W. Ferguson

 

 

Title:

 

General Counsel