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):
November 13, 2023
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 | Name of Each Exchange on Which Registered | ||||||||||||
| Class A common stock, $0.001 par value | TPG | The Nasdaq Stock Market LLC | ||||||||||||
| (Nasdaq Global Select 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As previously disclosed by TPG Inc. (“TPG”) in its Current Report on Form 8-K filed on May 15, 2023, and in the Definitive Information Statement filed on October 17, 2023 with the United States Securities and Exchange Commission, in lieu of a meeting of stockholders, TPG GP A, LLC, which as of May 12, 2023 represented a majority of the voting power of TPG’s outstanding shares of Class A common stock and Class B common stock, voting together as a single class, and the outstanding shares of Class B common stock, voting separately, as required by Section 242 of Delaware General Corporation Law and TPG’s certificate of incorporation, approved by written consent amendments to TPG’s certificate of incorporation relating to the issuance of additional shares of Class B common stock and an internal reorganization (the “Charter Amendment”). On November 13, 2023, TPG filed the Charter Amendment with the Secretary of State of the State of Delaware, which became immediately effective.
On November 13, 2023, TPG also filed a restated certificate of incorporation with the Secretary of State of the State of Delaware reflecting the Charter Amendment (the “Restated Charter”). The Restated Charter became effective upon its filing and a copy is attached hereto as Exhibit 3.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |||||||
| Restated Certificate of Incorporation of TPG Inc. | ||||||||
| 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/ Bradford Berenson | ||||
| Name: | Bradford Berenson | ||||
| Title: | General Counsel | ||||
Date: November 13, 2023