0001880661False12/3100018806612024-06-052024-06-050001880661us-gaap:CommonClassAMember2024-06-052024-06-050001880661tpg:JuniorSubordinatedNotesDue2064Member2024-06-052024-06-05

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 5, 2024

TPG Inc.
(Exact name of registrant as specified in its charter)

 
Delaware001-4122287-2063362
(State or other jurisdiction
of incorporation)
(Commission File Number)
(IRS Employer
Identification No.)
301 Commerce Street, Suite 3300
 76102
Fort Worth, TX
(Zip Code)
(817) 871-4000
(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:
☐    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 classTrading Symbol(s)Name of each exchange on which registered
Class A common stockTPG
The Nasdaq Stock Market LLC
(Nasdaq Global Select Market)
6.950% Subordinated Notes due 2064 TPGXL
The Nasdaq Stock Market LLC
(Nasdaq Global 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 5.03. 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 5, 2024, TPG Inc. (the “Company”) held its 2024 annual meeting of stockholders (the “2024 Annual Meeting”). The Company’s stockholders considered four 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 24, 2024 (the “Proxy Statement”).
On April 15, 2024, the record date, there were (i) 92,555,842 shares of Class A common stock, par value $0.001 (the “Class A Shares”), and (ii) 263,952,639 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 restated certificate of incorporation (the “Restated Certificate of Incorporation”), which stipulates that “Free Float” (as defined under the rules of the FTSE Russell relating to the Russell indices) 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 2025.
FORWITHHOLDBROKER NON-VOTES
Josh Baumgarten1,352,721,17727,445,3367,168,026
David Bonderman1,352,038,42628,128,0877,168,026
Gunther Bright1,360,507,01619,659,4977,168,026
Maya Chorengel1,352,561,93527,604,5787,168,026
Jonathan Coslet1,352,434,40127,732,1127,168,026
James Coulter1,360,767,37719,399,1367,168,026
Mary Cranston1,354,668,88525,497,6287,168,026
Kelvin Davis1,352,653,80427,512,7097,168,026
Deborah Messemer1,358,481,69821,684,8157,168,026
Nehal Raj1,352,737,47927,429,0347,168,026
Jeffrey Rhodes1,352,747,16427,419,3497,168,026
Ganendran Sarvananthan1,352,565,40427,601,1097,168,026
Todd Sisitsky 1,360,518,13219,648,3817,168,026
David Trujillo1,352,574,14327,592,3707,168,026
Anilu Vazquez-Ubarri1,360,507,43619,659,0777,168,026
Jack Weingart1,358,811,88121,354,6327,168,026
Jon Winkelried1,361,902,40618,264,1077,168,026



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 2025.
FORWITHHOLDBROKER NON-VOTES
Josh Baumgarten1,351,825,52828,340,9857,168,026
James Coulter1,359,853,18520,313,3287,168,026
Kelvin Davis1,351,768,64428,397,8697,168,026
Nehal Raj1,351,843,56728,322,9467,168,026
Jeffrey Rhodes1,351,852,52028,313,9937,168,026
Ganendran Sarvananthan1,351,670,37328,496,1407,168,026
Todd Sisitsky1,360,082,90620,083,6077,168,026
David Trujillo 1,351,680,68428,485,8297,168,026
Anilu Vazquez-Ubarri1,360,066,72520,099,7887,168,026
Jack Weingart1,358,382,30321,784,2107,168,026
Jon Winkelried1,359,953,50520,213,0087,168,026

Item 3. 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, 2024.
FORAGAINSTABSTAIN
1,387,028,986288,54517,008

Item 4. Amendment to the Restated Certificate of Incorporation
Stockholders approved the amendment to the Company’s Restated Certificate of Incorporation (the “Charter Amendment”) providing for officer exculpation under Delaware law.
FORAGAINSTABSTAINBROKER NON-VOTES
1,357,217,87822,933,25015,3857,168,026

On June 5, 2024, following the approval by stockholders at the 2024 Annual Meeting, the Company filed the Certificate of Amendment (the “Certificate of Amendment”) of the Restated Certificate of Incorporation with the Secretary of State of the State of Delaware. The Certificate of Amendment became effective upon its filing with the Secretary of State of the State of Delaware.
A copy of the Certificate of Amendment is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits
Exhibit No.     Description
3.1         Certificate of Amendment of Restated Certificate of Incorporation 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 6, 2024







Exhibit 3.1
CERTIFICATE OF AMENDMENT OF
RESTATED CERTIFICATE OF INCORPORATION OF
TPG INC.

TPG Inc., a Delaware corporation (the “Corporation”), certifies as follows:

First:        Article VII, Section 7.1 of the Restated Certificate of Incorporation of the Corporation is amended to read in its entirety as follows: “7.1 Limited Liability of Directors and Officers. A director or officer of the Corporation shall not be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or officer, respectively, except to the extent such exemption from liability or limitation thereof is not permitted under the DGCL as the same exists or may hereafter be amended. All references in this Section 7.1 to “officer” shall have the meaning ascribed to such term in Section 102(b)(7) of the DGCL.”

Second:    The foregoing amendment was duly adopted in accordance with the provisions of Section 242 of the Delaware General Corporation Law.

***

[The remainder of this page is intentionally left blank.]



IN WITNESS WHEREOF, the undersigned has caused this Certificate of Amendment to be signed by its duly authorized officer on the date set forth below.
 
 
TPG Inc.
 
 
/s/ Bradford Berenson
Bradford Berenson
General Counsel and Secretary
Date: June 5, 2024


[Certificate of Amendment of TPG Inc.]
v3.24.1.1.u2
Cover
Jun. 05, 2024
Document Information [Line Items]  
Document Type 8-K
Document Period End Date Jun. 05, 2024
Entity Registrant Name TPG Inc.
Entity Incorporation, State or Country Code DE
Entity File Number 001-41222
Entity Tax Identification Number 87-2063362
Entity Address, Address Line One 301 Commerce Street
Entity Address, Address Line Two Suite 3300
Entity Address, City or Town Fort Worth
Entity Address, State or Province TX
Entity Address, Postal Zip Code 76102
City Area Code 817
Local Phone Number 871-4000
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Entity Central Index Key 0001880661
Amendment Flag false
Current Fiscal Year End Date --12-31
Common Class A  
Document Information [Line Items]  
Title of 12(b) Security Class A common stock
Trading Symbol TPG
Security Exchange Name NASDAQ
Junior Subordinated Notes due 2064  
Document Information [Line Items]  
Title of 12(b) Security 6.950% Subordinated Notes due 2064
Trading Symbol TPGXL
Security Exchange Name NASDAQ
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