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):   August 13, 2018

KENNEDY-WILSON HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
 
Delaware
 
001-33824
 
26-0508760
(State or Other Jurisdiction
of Incorporation)
 
(Commission File Number)
 
(IRS Employer
Identification Number)
 
151 S. El Camino Drive,
Beverly Hills, California 90212
(Address of principal executive offices, including zip code)
 
(310) 887-6400
(Registrant’s telephone number, including area code)
 
NONE
(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 (see General Instruction A.2. below):
 
o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
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  o
 
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.  o



Item 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e)    On August 13, 2018, the Board of Directors (the “Board”) of Kennedy-Wilson Holdings, Inc. (the “Company”) promoted Mary L. Ricks, who currently serves as President and Chief Executive Officer of Kennedy- Wilson Europe and as a director of the Company, to the position of President of the Company, effective August 13, 2018. Ms. Ricks will also receive an annual base salary increase from $1,000,000 to $1,250,000. Peter Collins, who currently serves as the Chief Operating Officer of Kennedy Wilson Europe will serve as President of Kennedy Wilson Europe, effective August 13, 2018.

In connection with Ms. Ricks’ appointment as President of the Company, the Board approved and authorized Kennedy-Wilson, Inc., a wholly owned subsidiary of the Company, to enter into an amendment to the employment agreement dated August 6, 2014, as amended, with Ms. Ricks. Among other things, the amendment changes Ms. Ricks’ title from President and Chief Executive Officer of Kennedy-Wilson Europe to President of Kennedy-Wilson Holdings, Inc. and incorporates the increase in her base salary. All other terms and conditions of the employment agreement remain in full force and effect. The amendment to Ms. Ricks’ employment agreement is attached hereto as Exhibit 10.1 and is incorporated herein by reference, and the foregoing description is qualified in its entirety by reference to Exhibit 10.1.

Item 7.01    Regulation FD

On August 14, 2018, the Company issued a press release, a copy of which is attached as Exhibit 99.1 to this Form 8-K, announcing the promotions of Mary Ricks to the position of President of the Company and Peter Collins to the position of Kennedy Wilson Europe.

The information in this Item 7.01 or in Exhibit 99.1 will not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section or Section 11 or 12 of the Securities Act of 1933, as amended. Such information will not be incorporated by reference into any filing with the U.S. Securities and Exchange Commission made by the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Item 9.01    Financial Statements and Exhibits.

(d)






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 hereunto duly authorized.
 
 
KENNEDY-WILSON HOLDINGS, INC.
 
 
 
 
 
 
Date: August 13, 2018
By:
/s/ Justin Enbody
 
Name:
Justin Enbody
 
Title:
Chief Financial Officer






Exhibit 10.1
FIFTH AMENDMENT TO EMPLOYMENT AGREEMENT
This Fifth Amendment to Employment Agreement (this “ Fifth Amendment ”), is made effective as of August 13, 2018, by and between KENNEDY-WILSON, INC., a Delaware corporation (the “ Company ”), and Mary L. Ricks, an individual (“ Employee ”) with respect to the following facts and circumstances:

RECITALS
WHEREAS , the Company has been employing Employee as President and CEO, Kennedy-Wilson Europe, affiliates of the Company, under an employment agreement dated as of February 1, 2009, as amended to date (the “ Agreement ”); and

WHEREAS , the Company and the Employee have agreed that the terms of the Agreement should be modified to change the Employee’s job title;

WHEREAS , the Company and the Employee have agreed that the terms of the Agreement should be further modified to reflect an increase in the Employee’s base salary; and

WHEREAS , the Company and Employee intend that the terms of the Agreement shall be modified as set forth below and that, except as modified, the Agreement shall remain in full force and effect.

AMENDMENT TO AGREEMENT
NOW, THEREFORE , in consideration of the mutual covenants, terms and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which the Company and Employee hereby acknowledge, effective as of the Effective Date (as defined below), the Company and Employee hereby agree as follows:

1.      Effective Date . All references in the Agreement to the term “Effective Date” shall mean and refer to August 13, 2018.

2.     Services Provided to the Company . Section 2 of the Agreement is modified such that the title of “President and CEO, Kennedy-Wilson Europe” is deleted in its entirety and the following is added in lieu thereof “President, Kennedy-Wilson Holdings, Inc. and Kennedy-Wilson, Inc.”

3.      Compensation to Employee . Section 5(a) of the Agreement is hereby amended and restated in its entirety as follows:
 
“5. Compensation to Employee . During the Term of this Agreement, the Company shall pay to Employee compensation (the “ Compensation ”) consisting of:

(a) Salary. The Company shall pay a salary equal to one million two hundred and fifty thousand dollars ($1,250,000.00) per annum, payable on such basis as is the normal payment pattern of the Company, not to be less frequently than monthly (“ Base Salary ”). Employee’s Base Salary shall be reviewed on a bi-annual basis and adjusted upwards as appropriate;

4.     Incorporation; Full Force and Effect . This Fifth Amendment shall be and hereby is incorporated into and forms a part of the Agreement. Subject to the foregoing, the Agreement remains in full force and effect, and the Company and Employee hereby ratify and affirm the Agreement in each and every respect.

[ signature page follows ]




IN WITNESS WHEREOF , the parties have executed this Fifth Amendment to be effective as of the date first above written.

 
 
 
COMPANY :
KENNEDY-WILSON, INC.


EMPLOYEE :
MARY L. RICKS

By: /s/ Justin Enbody
Name: Justin Enbody
Title: Chief Financial Officer

By: /s/Mary L. Ricks
Title: President, Kennedy-Wilson Holdings, Inc.

 
 




(Signature Page to Fifth Amendment to Employment)


Exhibit 99.1
KWLOGO.JPG
151 S. El Camino Dr.
Beverly Hills, CA 90212
www.kennedywilson.com



NEWS RELEASE
KENNEDY WILSON PROMOTES MARY RICKS TO PRESIDENT OF THE COMPANY;
PETER COLLINS NAMED PRESIDENT OF KENNEDY WILSON EUROPE

August 14, 2018 – Mary Ricks has been named President of global real estate investment company Kennedy Wilson (NYSE: KW) with continued oversight of the company’s European operations as well as responsibility to help grow the investment portfolio. Additionally, she will have responsibility for raising global fee-bearing capital from third parties.

“Mary has been my partner at Kennedy Wilson for the last 28 years and her steady leadership, vision and global management and investment experience have proven to be key ingredients in the success of the company,” said William J. McMorrow, Chairman and CEO of Kennedy Wilson, who will continue in his current role. “This newly created position will take advantage of Mary's outstanding skill set and have a major impact on the drive for growth across all of our global investment portfolios.”

Prior to her promotion, Mary served as President and CEO of Kennedy Wilson Europe, a business she helped establish in 2011. Over the past seven years, she oversaw more than $10 billion in acquisitions across the U.K., Ireland, Spain and Italy. Mary currently serves on Kennedy Wilson’s Board of Directors as well as the company’s investment committee. She also served on the Board of Directors of Kennedy Wilson Europe Real Estate Plc., the London Stock Exchange listed public company created in 2014 that was subsequently taken into 100% ownership by Kennedy Wilson in October 2017.

Concurrently, Peter Collins has assumed the role of President of Kennedy Wilson Europe, reporting to Mary, with oversight of the company’s rapidly growing European business. Peter has over 30 years of experience in financial services and the investment industry. He joined Kennedy Wilson when the company acquired the Bank of Ireland Real Estate Investment Management, where he was Director of Private Banking and then Director of Asset Management. Peter helped lead Kennedy Wilson’s entry into Ireland in 2011 and has served as COO for Kennedy Wilson Europe since 2015. Peter was appointed to the Kennedy Wilson Europe Investment Management Board of Directors in 2016.

“Peter has played a crucial role in establishing our Irish business and overseeing our evolution into one of the leading real estate developers and operating businesses in Ireland,” said Mary. “I am delighted that Peter will step into this new position with support from the high-performing team we have assembled across our European business. I am also excited about Kennedy Wilson’s growth trajectory and honored to take on the expanded responsibilities of President, which reflects our commitment to growing our businesses globally.”









Kennedy Wilson Executive Announcements

About Kennedy Wilson

Kennedy Wilson (NYSE:KW) is a global real estate investment company. We own, operate, and invest in real estate both on our own and through our investment management platform. We focus on multifamily and office properties located in the Western U.S., UK, and Ireland.
For further information on Kennedy Wilson, please visit: www.kennedywilson.com.

Special Note Regarding Forward-Looking Statements
Statements in this press release that are not historical facts are “forward-looking statements” within the meaning of U.S. federal securities laws. These forward-looking statements are estimates that reflect our management’s current expectations, are based on assumptions that may prove to be inaccurate and involve known and unknown risks. Accordingly, our actual results or performance may differ materially and adversely from the results or performance expressed or implied by these forward-looking statements, including for reasons that are beyond our control. Accordingly, you should not unduly rely on these statements, which speak only as of the date of this press release. We assume no duty to update the forward-looking statements, except as may be required by law.
KW-IR
Contact:     Investors
Daven Bhavsar, CFA
Director of Investor Relations
+1 (310) 887-3431
dbhavsar@kennedywilson.com

Media
Emily Heidt
Director of Public Relations
+1 (310) 887-3499
eheidt@kennedywilson.com
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