Good afternoon, everybody. My name is Justin Enbody, Senior Executive Vice President and Chief Financial Officer of Kennedy-Wilson Holdings, Inc. On behalf of the company, I'm pleased to welcome you to our 2026 special meeting of stockholders, over which I will be presiding. This meeting was called pursuant to a written notice and proxy statement filed with the Securities and Exchange Commission on May 5th, 2026, and sent to stockholders on or around May 5th, 2026. We are happy that you're able to participate in today's special meeting, which is being live webcast. It is 1:00 P.M. Pacific Daylight Time on June 10th, 2026. I will now call the meeting to order. I will begin with some brief introductions, followed by a review of the special meeting requirements. I will discuss the three proxy proposals. After that, we will tabulate and report the voting results.
Following this report, we will adjourn the meeting and answer any pertinent stockholder questions subject to time constraints. Most stockholders have already voted by proxy, and the proxy votes have been tallied. If you have already voted by proxy, you do not need to vote during the meeting or take any other action at this time. Any stockholder who has not yet voted or who wishes to change their vote may do so prior to the closing of the polls by clicking the voting button, specifically the Vote Here button on the web portal, and follow instructions provided. Only stockholders who have logged in using their 16-digit control number will be able to vote at this meeting. Anyone who logged in as a guest without a control number will not be able to vote.
If you have logged in as a guest but wish to vote, please log back in as a stockholder and use your 16-digit control number. At this time, I would like to introduce the participants on this call, including Kennedy-Wilson's directors and officers, as well as our inspector of elections and our legal representatives. At this time, I hereby appoint Bailey Wilson Benzie as a secretary of meeting and Michael J. Lawsky of Haber, LLC as an inspector of elections of the meeting. Brian Duff from Latham & Watkins, who will serve as our outside counsel for the business matters that are subject of this special meeting, are also present. The secretary has delivered the affidavits of the mailing establishing that notice of the meeting, which was duly given.
A copy of the notice of the meeting and the affidavit of the mailing will be incorporated into the minutes of this meeting. All stockholders of record at the close of the business on May 4th, 2026, are entitled to notice and to vote at the special meeting.
Our first order of business at this meeting is to determine whether the shares represented at the meeting are sufficient to constitute a quorum for the purposes of transacting business. The stockholders' list shows that there were, as of the record date, 164,505,033 shares of company common stock or equivalent voting power entitled to vote at this special meeting. We are informed by the inspector of election that there are represented 149,552,176 shares of common stock or equivalent voting power, or 90.91% of all the shares entitled to vote at this meeting. Since this represents more than a majority of the voting power of the shares entitled to vote at this meeting, a quorum is present for purposes of transacting business.
Because holders of a majority of the voting power of shares entitled to vote at this meeting are represented, a quorum is present, and I declare this meeting to be duly convened for purposes of transacting such business as may be properly come before it. To that end, we will present the three proposals for stockholder approval, and then we will announce the results of the voting. For stockholders voting today, please note the polls will be closed after we review the three matters up for the vote at this meeting. As a reminder, if you have previously voted by proxy or you do not want to change your vote, you do not need to do anything else at this time. The next order of business is a description of the matters to be voted on at today's meeting.
The first matter to be voted on is the merger proposal to adopt that certain merger agreement and plan of merger dated as of February 16th, 2026, as amended, by and among Kennedy-Wilson Holdings, Inc., Kona Bidco, LLC, and Kona Merger Subsidiary, Inc., which we will refer to as the Merger Agreement. A copy of the Merger Agreement was mailed to stockholders as an annex to the proxy statement. To be approved by our stockholders, two separate voting thresholds must be met.
First, approval of the merger proposal requires the affirmative vote of a majority of the outstanding voting power of the company's common stock, Series A preferred stock on an as-converted basis, Series B preferred stock based on the number of Series B warrants outstanding and in accordance with the Series B certificate designations, and Series C preferred stock based on the number of Series C warrants outstanding and in accordance with the Series C certificate designations, in each case entitled to vote on the merger proposal, voting as a single class.
Second, approval of the merger proposal requires the affirmative vote of at least two-thirds of the outstanding voting power of the company's common stock, Series A preferred stock, Series B preferred stock, and Series C preferred stock entitled to vote on the merger proposal, excluding any such stock owned as such term is defined in Section 203 of the DGCL by the consortium parties and the respective affiliates and associates, as such terms are defined in Section 203 of the DGCL. Both voting thresholds must be satisfied for the proposal to pass. The next order of business is the advisory compensation 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, as described in our proxy statement for this special meeting.
To be approved by our stockholders, this proposal requires the affirmative votes of a majority in voting power of the votes cast by the stockholders present by means of remote communication or represented by proxy at special meeting entitled to vote on the proposal. Stockholders should note that this proposal is separate and apart from the merger proposal. As an advisory vote, the result will not be binding on Kennedy-Wilson or the special committee. Further, the underlying plans and arrangements are contractual in nature and not by their terms subject to stockholder approval. Accordingly, regardless of the outcome of the advisory vote, if the transactions contemplated by the merger agreement are consummated, our named executive officers will be eligible to receive the compensation that is based on or otherwise relates to such transactions in accordance with the terms and conditions applicable to those payments.
The next order of business is the adjournment proposal to approve one or more adjournments of the special meeting to a later date or dates, if necessary, to solicit additional proxies if there are insufficient votes to adopt the merger proposal at the time of the special meeting. If stockholders approve the adjournment proposal, subject to the terms of the merger agreement, Kennedy-Wilson could adjourn the special meeting and use the additional time to solicit additional proxies, including soliciting proxies from our stockholders who have previously voted. To be approved by our stockholders, this proposal requires the affirmative vote of a majority in voting power of votes cast by the stockholders present by means of remote communication or represented by proxy at the special meeting entitled to vote on the proposal.
As you are aware from the proxy statement, the special committee unanimously approved the merger agreement and the transactions contemplated thereby. The board of directors, acting on the recommendation of the special committee, also approved the merger agreement and the transactions contemplated thereby. Accordingly, the board of directors recommends the stockholder vote for the merger proposal to adopt the merger agreement for the advisory compensation proposals to approve on a non-binding advisory basis the compensation that will or may become payable to our named executive officers in connection with the transactions contemplated by the merger agreement and for the adjournment proposal to approve one or more adjournments of the special meeting to a later date or dates if necessary. It is now 1:08 P.M. Pacific Daylight Time on June 10th, 2026, and the polls are open.
Any stockholder who has not voted or wishes to change their vote may do so by clicking on the voting button on the web portal and following the instructions there. Stockholders who have sent in their proxies or voted via the internet and do not want to change their vote do not need to take any further action. If you previously voted by proxy, you do not need to vote today unless you wish to change your vote. We will pause for a moment to allow for voting. Everyone has had the opportunity to vote, I hereby declare the polls closed. The ballots and proxies will be held in the possession of the Inspector of Election. The Inspector of Election will count the votes.
Will the Secretary please report the results of the voting?
We have been informed by the Inspector of Election that the ballots have been counted and based on preliminary results, one, the proposal to adopt the merger agreement has been duly approved under both voting thresholds. Two, the compensation to be received by our named executive officers in connection with the transactions has been duly approved by a majority in voting power of the votes cast by the stockholders present by means of remote communication or represented by proxy at the special meeting and entitled to vote on the proposal.
Three, the proposal to adjourn the special meeting to a later date or dates, if necessary, to solicit additional proxies if there are not sufficient votes to adopt the merger agreement, has been duly approved by a majority in voting power of the votes cast by the stockholders present by means of remote communication or represented by proxy at the special meeting and entitled to vote on the proposal. Because the proposal to adopt the merger agreement has been approved, it is not necessary to adjourn the special meeting. Final vote results will be verified by the Inspector of Election, who will submit a certificate incorporating the reports and the final vote results. We will be reporting the final results in a Form 8-K to be filed within four business days.
There being no further business to come before the meeting, this concludes the formal business of the special meeting. Thank you for attending. The meeting is adjourned.
Are there any questions? No? Okay. Please note we will answer questions submitted by stockholders directly, but only questions that are germane to the meeting will be addressed. Having received no such questions, thank you all for participating. This concludes today's meeting.