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):   October 31, 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    DEPATURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

(d)    On October 31, 2018, the board of directors (the “Board”) of Kennedy-Wilson Holdings, Inc. (the “Company”), upon the recommendation of the Company’s Nominating Committee, elected Mr. Richard Boucher and Mr. Trevor Bowen as new directors of the Company, effective October 31, 2018. Mr. Boucher will serve as a member of the class of directors whose term will expire at the 2021 annual meeting of stockholders of the Company. Mr. Bowen will serve as a member of the class of directors whose term will expire at the 2019 annual meeting of stockholders of the Company.

Mr. Boucher served as Group Chief Executive Officer and Executive Director of the Bank of Ireland Group from February 2009 until his retirement in October 2017. Mr. Boucher joined the Bank of Ireland Group in 2004 where he also served as the Chief Executive of Retail Financial Services Ireland and as the Chief Executive for Corporate Banking. Prior to joining the Bank of Ireland Group, Mr. Boucher served as Regional Managing Director for Corporate Banking, London and South East England for the Royal Bank of Scotland. There are currently no arrangements or understandings between Mr. Boucher and any other persons pursuant to which he was elected as a director of the Company and Mr. Boucher is not party to any transaction that would be required to be disclosed by the Company pursuant to Item 404(a) of Regulation S-K. Mr. Boucher was determined to be independent by the Board pursuant to the applicable independence requirements of the New York Stock Exchange.

Mr. Bowen previously served as a director and part owner of Principle Management Limited from 1996 to 2013. Prior to forming Principle Management Limited, Mr. Bowen served as a partner at KPMG Ireland for 11 years with responsibility for KPMG Ireland’s banking practice. Mr. Bowen currently serves as a non-executive director of six wholly-owned or controlled foreign subsidiaries of the Company. There are currently no arrangements or understandings between Mr. Bowen any other persons pursuant to which he was elected as a director of the Company and Mr. Bowen is not party to any transaction that would be required to be disclosed by the Company pursuant to Item 404(a) of Regulation S-K. Mr. Bowen was determined to be a non-independent director by the Board pursuant to the applicable independence requirements of the New York Stock Exchange.

In connection with their election to the Board and in accordance with the Company’s non-employee director compensation policies, the Board approved an annual retainer fee to each of Mr. Boucher and Mr. Bowen of $150,000 in connection with their service as non-employee directors.

(e)     On October 31, 2018, the Company, through its wholly owned subsidiary, Kennedy-Wilson Inc., entered into amendments to its employment agreements with William J. McMorrow, the Company’s Chief Executive Officer and Chairman of the Board of Directors, Mary L. Ricks, the Company’s President, Justin Enbody, the Company’s Chief Financial Officer, Kent J. Mouton, the Company’s Executive Vice President, General Counsel, and Matthew Windisch, the Company’s Executive Vice President.

Pursuant to their respective employment agreement amendments, the employment agreements for Mr. McMorrow and Ms. Ricks were extended for an additional four-year term through August 6, 2025 and the employment agreements for Messrs. Mouton, Windisch and Enbody were extended for an additional four-year term through December 29, 2023, in each case, subject to earlier termination as set forth therein.

The above description of the employment agreement amendments is qualified by reference to the full text of the amendments, which are filed as exhibits to this Current Report.





ITEM 9.01
FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.








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: October 31, 2018
By:
/s/ Justin Enbody
 
Name:
Justin Enbody
 
Title:
Chief Financial Officer




Exhibit 10.1


SEVENTEENTH AMENDMENT TO EMPLOYMENT AGREEMENT

This Seventeenth Amendment to Employment Agreement (this “ Seventeenth Amendment ”), is made effective as of October 31, 2018, by and between KENNEDY-WILSON, INC., a Delaware corporation (the “ Company ”), and William J. McMorrow, an individual (“ Employee ”) with respect to the following facts and circumstances:

RECITALS

WHEREAS , the Company has been employing Employee as Chief Executive Officer and Chairman of the Board of Directors under an employment agreement dated as of August 14, 1992, as amended to date (the “ Agreement ”);

WHEREAS , during the Term (as defined below), the Company desires to continue to engage Employee as Chief Executive Officer and Chairman of the Board of the Company on the terms and conditions set forth in the Agreement; 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 October 31, 2018.

2.      Term of Employment . Section 2 of the Agreement is hereby amended and restated in its entirety as follows:

“2.     Term of Employment . Employee shall be employed by the Company pursuant to this Agreement for a term beginning on the original date of this Agreement and continuing through to, and terminating at the close of business on, August 6, 2025 (the “ Term ”), unless earlier terminated pursuant to Section 9 hereof.”
 
3.     Incorporation; Full Force and Effect . This Seventeenth 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 Seventeenth Amendment to be effective as of the date first above written.
 
 
 
 
 
 
 
 
 
 
 
COMPANY :
KENNEDY-WILSON, INC.


EMPLOYEE :
WILLIAM J. MCMORROW

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

By: /s/ William J. McMorrow
Title: Chief Executive Officer


 
 
 




(Signature Page to Seventeenth Amendment to Employment Agreement)


Exhibit 10.2


SIXTH AMENDMENT TO EMPLOYMENT AGREEMENT
This Sixth Amendment to Employment Agreement (this “ Sixth Amendment ”), is made effective as of October 31, 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 ”);

WHEREAS , during the Term (as defined below), the Company desires to continue to engage Employee as President, Kennedy-Wilson Holdings, Inc. and Kennedy-Wilson, Inc., on the terms and conditions set forth in the Agreement; 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 October 31, 2018.

2.      Term of Employment . Section 3 of the Agreement is hereby amended and restated in its entirety as follows:
 
“3. Term of Employment . Employee shall be employed by the Company pursuant to this Agreement for a term beginning on the original date of this Agreement and continuing through, and terminating at the close of business on, August 6, 2025 (the “ Term ”), unless earlier terminated pursuant to Section 11.”

3.     Incorporation; Full Force and Effect . This Sixth 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 Sixth 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. and Kennedy-Wilson, Inc.

 
 




(Signature Page to Sixth Amendment to Employment Agreement)



Exhibit 10.3

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT

This First Amendment to Employment Agreement (this “ First Amendment ”), is made effective as of October 31, 2018, by and between KENNEDY-WILSON, INC., a Delaware corporation (the “ Company ”), and Justin Enbody, an individual (“ Employee ”) with respect to the following facts and circumstances:
RECITALS
WHEREAS , the Company has been employing Employee as Chief Financial Officer under an employment agreement dated as of December 29, 2014 (the “ Agreement ”);
WHEREAS , during the Term (as defined below), the Company desires to continue to engage Employee as Chief Financial Officer on the terms and conditions set forth in the Agreement; 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 October 31, 2018.

2.      Term of Employment . Section 1 of the Agreement is hereby amended and restated in its entirety as follows:

“1. Term of Employment . Employee shall be employed by the Company pursuant to this Agreement for a term beginning on the original date of this Agreement and continuing through, and terminating at the close of business on, December 29, 2023 (the “ Term ”), unless earlier terminated pursuant to Section 4.”
 
3.     Incorporation; Full Force and Effect . This First 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 First Amendment to be effective as of the date first above written.
 
 
 
 
 
 
 
 
 
 
 
COMPANY :
KENNEDY-WILSON, INC.


EMPLOYEE :
JUSTIN ENBODY

By: /s/ In Ku Lee
Name: In Ku Lee
Title: Senior Vice President, Deputy General Counsel

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







(Signature Page to First Amendment to Employment Agreement)


Exhibit 10.4

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT

This First Amendment to Employment Agreement (this “ First Amendment ”), is made effective as of October 31, 2018, by and between KENNEDY-WILSON, INC., a Delaware corporation (the “ Company ”), and Kent Y. Mouton, an individual (“ Employee ”) with respect to the following facts and circumstances:

RECITALS

WHEREAS , the Company has been employing Employee as Executive Vice President, General Counsel under an employment agreement dated as of December 29, 2014 (the “ Agreement ”);

WHEREAS , during the Term (as defined below), the Company desires to continue to engage Employee as Executive Vice President, General Counsel on the terms and conditions set forth in the Agreement; 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 October 31, 2018.

2.     Term of Employment. Section 1 of the Agreement is hereby amended and restated in its entirety as follows:

“1. Term of Employment . Employee shall be employed by the Company pursuant to this Agreement for a term beginning on the original date of this Agreement and continuing through, and terminating at the close of business on, December 29, 2023 (the “ Term ”), unless earlier terminated pursuant to Section 4.”

3.     Incorporation; Full Force and Effect . This First 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 First Amendment to be effective as of the date first above written.
 
 
 
 
 
 
 
 
 
 
 
COMPANY :
KENNEDY-WILSON, INC.


EMPLOYEE :
KENT Y. MOUTON

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

By: /s/ Kent Mouton
Title: Executive Vice President,
General Counsel

 
 
 




(Signature Page to First Amendment to Employment Agreement)


Exhibit 10.5

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT

This First Amendment to Employment Agreement (this “ First Amendment ”), is made effective as of October 31, 2018, by and between KENNEDY-WILSON, INC., a Delaware corporation (the “ Company ”), and Matthew Windisch, an individual (“ Employee ”) with respect to the following facts and circumstances:

RECITALS

WHEREAS , the Company has been employing Employee as Executive Vice President under an employment agreement dated as of December 29, 2014 (the “ Agreement ”);

WHEREAS , during the Term (as defined below), the Company desires to continue to engage Employee as Executive Vice President on the terms and conditions set forth in the Agreement; 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 October 31, 2018.

2.      Term of Employment . Section 1 of the Agreement is hereby amended and restated in its entirety as follows:

“1. Term of Employment . Employee shall be employed by the Company pursuant to this Agreement for a term beginning on the original date of this Agreement and continuing through, and terminating at the close of business on, December 29, 2023 (the “ Term ”), unless earlier terminated pursuant to Section 4.”
 
3.     Incorporation; Full Force and Effect . This First 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 First Amendment to be effective as of the date first above written.
 
 
 
 
 
 
 
 
 
 
 
COMPANY :
KENNEDY-WILSON, INC.


EMPLOYEE :
MATTHEW WINDISCH

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

By: /s/ Matt Windisch
Title: Executive Vice President


 
 
 




(Signature Page to First Amendment to Employment Agreement)