Business Context and Reporting Period
This Form 8-K Current Report was filed by KKR & Co. L.P. on July 28, 2011. The filing primarily addresses corporate governance changes, specifically the appointment of a new director and the authorization of equity grants to non-executive directors.
Key Financial Metrics
The filing does not provide financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The only financial figures disclosed relate to director compensation:
- Director Retainer: $75,000 annual cash retainer (prorated) for non-executive directors.
- Equity Grants: 10,000 restricted equity units granted to each non-executive director; additional grants of 4,000 units to Thomas Schoewe and 3,000 units to Patricia Russo for prior service.
Material Changes
The material change reported is the expansion of the Board of Directors of KKR Management LLC (the general partner of KKR & Co. L.P.):
- New Appointment: John B. Hess was appointed to the Board of Directors and the Conflicts Committee, effective July 28, 2011.
- Board Composition: The Board now consists of eight members: Henry Kravis, George Roberts, Joseph Grundfest, John Hess, Dieter Rampl, Patricia Russo, Thomas Schoewe, and Robert Scully.
- Committee Changes: Mr. Rampl resigned from the Audit Committee without disagreement. The Audit Committee now consists of Messrs. Grundfest, Schoewe, and Scully. The Conflicts Committee now includes Ms. Russo and Messrs. Grundfest, Hess, Rampl, Schoewe, and Scully.
Guidance, Outlook, and Risks
The filing contains no management guidance, outlook, or discussion of risks and contingencies. It is a procedural report regarding officer appointments and compensatory arrangements. The press release announcing the appointment is furnished as an exhibit but is not deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934.
Investor Verification Checklist
- Verify the effective date of John B. Hess's appointment (July 28, 2011).
- Confirm the total number of restricted equity units granted to the Board under the 2010 Equity Incentive Plan.
- Review the updated composition of the Audit and Conflicts Committees.
- Note that this filing does not contain financial results; refer to the most recent 10-Q or 10-K for financial metrics.