ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
On November 2, 2022, the Board of Directors (the "Board") of Kennedy-Wilson
Holdings, Inc. (the "Company") resolved to increase the size of the Board from
eleven to twelve members and, upon the recommendation of the Company's
Nominating Committee, elected Mr. Wade Burton as a director of the Company,
effective November 2, 2022. Mr. Burton will serve as a member of the class of
directors whose term will expire at the 2025 annual meeting of stockholders of
the Company. Mr. Burton was determined to be independent by the Board pursuant
to the applicable independence requirements of the New York Stock Exchange.
Mr. Burton is the President and Chief Investment Officer of Hamblin Watsa
Investment Counsel ("Hamblin"), a wholly-owned subsidiary of Fairfax Financial
Holdings Limited ("Fairfax") and a provider of global investment management
services solely to the insurance and reinsurance subsidiaries of Fairfax.
Fairfax is a Canadian holding company engaged in property, casualty, insurance
and reinsurance, investment management and insurance claims management. Mr.
Burton also currently serves as a member of Fairfax's Executive Committee and on
the board of directors and on the audit, remuneration and nomination, and risk,
asset-liability and investment management committees of Eurolife FFH Insurance
Holdings, a Greek insurance company and on the board of directors of Avante
Logixx Inc, a provider of technology enabled security.
As of April 22, 2022, Fairfax and certain of its affiliates held approximately
26 million shares of the Company's common stock (which includes 13,043,478
warrants to purchase the Company's common stock as described below). On March 8,
2022, the Company issued to certain affiliates of Fairfax (i) 300,000 shares of
the Company's 4.75% Series B Cumulative Perpetual and Preferred Stock and (ii)
13,043,478 warrants to purchase 13,043,478 shares of common stock of the Company
for gross proceeds of $300 million pursuant to that certain 4.75% Series B
Cumulative Perpetual Preferred Stock and Warrant Purchase Agreement (the
"Securities Purchase Agreement"). Hamblin served as the investment manager for
each Fairfax purchaser under the Securities Purchase Agreement. Additionally,
certain Fairfax entities (the "Fairfax Entities") and the Company or its
subsidiaries ("Company Entities") are also party to certain real estate and real
estate debt transactions that may involve various fees and interest payments
which the Company Entities may make to the Fairfax Entities or the Fairfax
Entities may make to the Company Entities. In the fiscal year ended 2021, the
Fairfax Entities paid Company Entities a total of approximately $8.2 million in
management fees for such transactions and certain of the Company Entities paid
the Fairfax Entities a total of approximately $10.9 million in interest on
certain loans whereby the Company are borrowers under secured mortgages.
In connection with his election to the Board and in accordance with the
Company's non-employee director compensation policies, the Board approved an
annual retainer fee to Mr. Burton of $150,000 in connection with his service as
a non-employee director. The Board also approved a grant of 15,000 shares of
restricted stock units to Mr. Burton that will vest in equal amounts over a
three-year period.
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