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KENNEDY-WILSON HOLDINGS, INC. FILES (8-K) Disclosing Change in Directors or Principal Officers, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

June 19, 2014



ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

On April 14, 2014, the Board of Directors (the "Board") of Kennedy-Wilson Holdings, Inc. (the "Company") adopted the first amendment (the "Amendment") to the Company's Amended and Restated 2009 Equity Participation Plan (the "Plan"), subject to approval by the Company's stockholders. On June 19, 2014, the Company's stockholders approved the Amendment.

Among other things, the Amendment provides for an increase in the aggregate number of shares of common stock of the Company that may be issued pursuant to the Plan by an additional 6,000,000 shares for a total of 11,645,000 shares.

The foregoing summary is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached hereto as Exhibit 10.1 and incorporated by reference herein.

ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS

On June 19, 2014, the Company filed, with the Secretary of State of the State of Delaware, an amendment the Company's Second Amended and Restated Certificate of Incorporation. The amendment, which became effective as of such date, increased the number of shares of common stock that the Company is authorized to issue from 125,000,000 shares to 200,000,000 shares. Pursuant to the amendment, the first sentence of Article FOURTH of the Company's Second Amended and Restated Certificate of Incorporation was amended and restated in its entirety to read as follows:

FOURTH: The total number of shares of all classes of capital stock which the Corporation shall have authority to issue is 201,000,000, of which 200,000,000 shares shall be common stock with a par value of $.0001 per share (the "Common Stock") and 1,000,000 shares shall be Preferred Stock with a par value of $.0001 per share (the "Preferred Stock").

A copy of the Company's Certificate of Incorporation, as amended, is attached hereto as Exhibit 3.1.

ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

The Company's 2014 annual stockholder meeting was held on June 19, 2014. As of the record date for the meeting, the Company had 91,683,127 shares of common stock outstanding, each of which is entitled to one vote.

All of the nominees for director listed in Proposal 1 of the Proxy Statement were elected as follows: Name For Withheld Non Votes Jerry Solomon 78,023,296 3,109,026 4,634,691 David A. Minella 78,189,600 2,942,722 4,634,691



Proposal 2 of the Proxy Statement, approval of the amendment to the Company's Second Amended and Restated Certificate of Incorporation to increase the number of shares of common stock that the Company is authorized to issue from 125,000,000 shares to 200,000,000 shares, was approved by the following vote:

Proposal For Against Abstain Non Votes



AMENDMENT TO SECOND AMENDED 83,321,709 2,421,791 23,513 4,634,691 AND RESTATED CERTIFICATE OF

INCORPORATION



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Proposal 3 of the Proxy Statement, approval of the amendment to the Company's Amended and Restated 2009 Equity Participation Plan to increase the number of shares of the Company's common stock available for awards thereunder by an additional 6,000,000 shares, was approved by the following vote:

Proposal For Against Abstain Non Votes



AMENDMENT TO AMENDED 68,307,627 12,791,549 33,146 4,634,691 AND RESTATED 2009 EQUITY PARTICIPATION

PLAN



Proposal 4 of the Proxy Statement, ratification of the selection of KPMG LLP as the Company's independent registered public accountants for its fiscal year ending December 31, 2014, was approved by the following vote:

Proposal For Against Abstain ACCOUNTANTS 85,492,752 253,040 21,221



Proposal 5 of the Proxy Statement, vote on an advisory (non-binding) proposal to approve the compensation of the Company's named executive officers, was approved by the following vote:

Non Proposal For Against Abstain Votes



ADVISORY VOTE ON 53,989,348 27,108,698 34,276 4,634,691 NAMED EXECUTIVE OFFICERS

COMPENSATION

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits. 3.1 Amended and Restated Certificate of Incorporation 10.1 First Amendment to Amended and Restated 2009 Equity Participation Plan.

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Source: Edgar Glimpses


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