TPG Inc.

8-K · tpg-20260603.htm iXBRL

0001880661 2026-06-03 2026-06-03 0001880661 us-gaap:CommonClassAMember 2026-06-03 2026-06-03 0001880661 tpg:JuniorSubordinatedNotesDue2064Member 2026-06-03 2026-06-03

 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):
 June 3, 2026

 TPG Inc.
 (Exact name of registrant as specified in its charter)

  

 Delaware 001-41222 87-2063362
 (State or other jurisdiction
 of incorporation)
 (Commission File Number) (IRS Employer
 Identification No.)

 301 Commerce Street, Suite 3300
   76102
 Fort Worth, TX
 (Zip Code)

 ( 817 ) 871-4000
 (Registrant’s telephone number, including area code)

 Not Applicable
 (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:
 ☐     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 ☐     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 ☐     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 ☐     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 Securities registered pursuant to Section 12(b) of the Act:

 Title of each class Trading Symbol(s) Name of each exchange on which registered
 Class A common stock TPG The Nasdaq Stock Market LLC
 (Nasdaq Global Select Market)

 6.950% Subordinated Notes due 2064 TPGXL The Nasdaq Stock Market LLC
 (Nasdaq Global Market)

 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 ☐  
 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. ☐

 Item 5.07. Submission of Matters to a Vote of the Security Holders
 On June 3, 2026, TPG Inc. (the “Company”) held its 2026 annual meeting of stockholders (the “2026 Annual Meeting”). The Company’s stockholders considered four items of business, each of which is described in more detail in the Company’s Definitive Proxy Statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on April 21, 2026.
 On April 8, 2026, the record date, there were (i) 153,782,054 shares of Class A common stock, par value $0.001 (the “Class A Shares”), and (ii) 223,852,327 shares of Class B common stock, par value $0.001 (the “Class B Shares”), outstanding and entitled to vote. Each Class A Share was entitled to one vote per share, and each Class B Share was entitled to ten votes per share. The matters voted on and the results of the votes cast by holders of the Class A Shares and Class B Shares, voting together, are set forth below.
 Item 1. Election of Directors
 The nominees listed below were elected to serve on the Board of Directors, in each case for a one-year term expiring at the annual meeting of stockholders to be held in 2027.

 FOR WITHHOLD BROKER NON-VOTES
 Gunther Bright 2,320,618,558 21,434,544 10,274,479
 James Coulter 2,309,684,602 32,368,500 10,274,479
 Mary Cranston 2,309,353,912 32,699,190 10,274,479
 Kelvin Davis 2,306,119,651 35,933,451 10,274,479
 Kathy Elsesser 2,320,652,002 21,401,100 10,274,479
 William McRaven
 2,329,209,606 12,843,496 10,274,479
 Deborah Messemer 2,317,659,231 24,393,871 10,274,479
 Nehal Raj 2,306,643,795 35,409,307 10,274,479
 Jeffrey Rhodes 2,307,378,312 34,674,790 10,274,479
 Ganendran Sarvananthan 2,306,106,937 35,946,165 10,274,479
 Todd Sisitsky 2,309,545,530 32,507,572 10,274,479
 David Trujillo 2,306,113,680 35,939,422 10,274,479
 Anilu Vazquez-Ubarri 2,309,843,973 32,209,129 10,274,479
 Jon Winkelried 2,312,837,916 29,215,186 10,274,479

 Item 2. Election of Executive Committee Members
 The nominees listed below were elected to serve on the Executive Committee, in each case for a one-year term expiring at the annual meeting of stockholders to be held in 2027.

 FOR WITHHOLD BROKER NON-VOTES
 James Coulter 2,307,725,002 34,328,100 10,274,479
 Kelvin Davis 2,305,197,705 36,855,397 10,274,479
 Nehal Raj 2,304,627,850 37,425,252 10,274,479
 Jeffrey Rhodes 2,305,354,638 36,698,464 10,274,479
 Ganendran Sarvananthan 2,305,196,800 36,856,302 10,274,479
 Todd Sisitsky 2,307,493,314 34,559,788 10,274,479
 David Trujillo 2,305,198,099 36,855,003 10,274,479
 Anilu Vazquez-Ubarri 2,307,792,698 34,260,404 10,274,479
 Jon Winkelried 2,308,388,824 33,664,278 10,274,479

Item 3. Advisory Vote to Approve Executive Compensation (Say-on-Pay)
 Stockholders approved, on a non-binding advisory basis, the compensation paid to the Company’s named executive officers for the 2025 fiscal year.

 FOR AGAINST ABSTAIN BROKER NON-VOTES

 2,278,059,396 62,254,069 1,739,637 10,274,479

Item 4. Ratification of Deloitte as our Independent Registered Public Accounting Firm

 Stockholders ratified the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ended December 31, 2026.

 FOR AGAINST ABSTAIN
 2,350,206,156 375,978 1,745,447

 Item 9.01 Financial Statements and Exhibits.
 (d) Exhibits
 Exhibit No.     Description
 104         Cover Page Interactive Data File (embedded within the Inline XBRL document).

 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 thereto duly authorized.

 TPG Inc.

 By:   /s/ Jennifer L. Chu
 Name:   Jennifer L. Chu
 Title:   Chief Legal Officer and General Counsel

 Date: Ju ne 5, 2026