| Item 5.03. |
Amendment to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
|
On April 6, 2022, the Board of Directors (the “Board”) of Blue
Owl Capital Inc. (the “Company”) adopted resolutions authorizing an
amendment to the Company’s Certificate of Incorporation (as
amended, the “Amended Charter”) to change the aggregate voting
power of the Class B common stock, par value $0.0001 per share
(“Class B Shares”), and Class D common stock, par value
$0.0001 per share (“Class D Shares”), from 90% to 80% as set
forth in the First Amendment to the Certificate of Incorporation
(the “Charter Amendment”). The Charter Amendment is designed to
position the Company for potential inclusion in the Russell
indices. The Charter Amendment was approved by the written consent
of stockholders of the Company representing a majority of the
voting power of the outstanding Class A common stock, par
value $0.0001 per share (“Class A Shares”), Class B
Shares, Class C common stock, par value $0.0001 per share
(“Class C Shares”), and Class D Shares of the Company,
voting together as a single class, stockholders representing a
majority of the Class B Shares and Class D Shares, voting
together as a single class, and stockholders representing a
majority of the Class B Shares and Class D Shares, voting
as separate classes as of April 6, 2022. No other votes are
required or necessary to adopt the Amended Charter. The Charter
Amendment will become effective upon its filing with the Secretary
of State of the State of Delaware, which is expected to occur on or
about May 3, 2022.
A copy of the Charter Amendment is attached hereto as Exhibit 3.1
and is incorporated herein by reference.
| Item 5.07 |
Submission of Matters to a Vote of Security Holders.
|
The information contained in Item 5.03 of this Current Report on
Form 8-K is incorporated by
reference into this Item 5.07.
Following the effectiveness of the Charter Amendment, the Company’s
Class A Shares will represent approximately 7.5% of the
Company’s total voting power and the Class A Shares which are
“free float”, as determined by the Company in reliance upon the
guidance issued by FTSE Russell, representing at least 6.6% of the
Company’s total voting power. The index sponsor defines “free
float” as total shares excluding shares held by strategic investors
such as governments, corporations, controlling shareholders and
management, and shares subject to foreign ownership restrictions.
Following the effectiveness of the Charter Amendment, the Company’s
Class C Shares are expected to represent approximately 12.5%
of the Company’s total voting power, and the Company’s Class D
Shares are expected to represent approximately 80.0% of the
Company’s total voting power.
Forward-Looking Statements
This current report on Form 8-K contains forward-looking statements
within the meaning of the federal securities laws, including, but
not limited to, the Company’s expectation that it will be eligible
for inclusion in the Rusell indices. You can identify these
statements by the Company’s use of the words “assumes,” “believes,”
“estimates,” “expects,” “guidance,” “intends,” “plans,” “projects,”
and similar expressions that do not relate to historical matters.
You should exercise caution in interpreting and relying on
forward-looking statements because they involve known and unknown
risks, uncertainties, and other factors which are, in some cases,
beyond the Company’s control and could materially affect actual
results, performance, or achievements. There can be no assurance
that the Company will be eligible for inclusion in the Russell
indices following the effectiveness of the Charter Amendment. For a
further description of such factors, you should read the Company’s
filings with the Securities and Exchange Commission. Any
forward-looking statements are and will be based upon the Company’s
then-current expectations, estimates and assumptions regarding
future events and are applicable only as of the dates of such
statements. The Company does not undertake any obligation to update
or revise any forward-looking statement, whether as a result of new
information, future events, or otherwise.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
