Form 8-K Carlyle Group Inc. For: Apr 02

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April 3, 2024 4:11 PM EDT

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): April 2, 2024

The Carlyle Group Inc.

(Exact name of registrant as specified in its charter)



Delaware	001-35538	45-2832612
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1001 Pennsylvania Avenue, NW
Washington, DC 20004-2505
(Address of Principal Executive Offices) (Zip Code)

(202) 729-5626

(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 (see General Instruction A.2. below):


☐	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
Common Stock	CG	The Nasdaq Global Select Market
4.625% Subordinated Notes due 2061 of Carlyle Finance L.L.C.	CGABL	The 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 5.02	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 3, 2024, The Carlyle Group Inc. (the “Company”) issued a press release announcing that effective May 1, 2024,

Afsaneh M. Beschloss will join the Board of Directors (the “Board”) of the Company as a Class III director. The appointment

was approved by the Board on April 2, 2024. In addition, on April 2, 2024, Dr. Thomas S. Robertson indicated to the Company

that he intends to retire from the Board after 12 years of dedicated service and will not stand for reelection at the 2024 Annual

Meeting of Shareholders on May 29, 2024.

Ms. Beschloss, 68, is an economist, a leader in sustainable and inclusive investing and policy, and founder and CEO of

RockCreek, one of the world’s largest women-owned investment firms. Previously, she was Managing Director and partner

at The Carlyle Group from 2001 to 2003. As the World Bank’s Treasurer and Chief Investment Officer, she led the Bank’s

investments, balance sheet management, ratings, borrowings, and innovations in financial products and in technology. Prior

to this, she led the World Bank’s investments and policy work in the renewable energy, power, and infrastructure sectors,

notably pioneering investments in natural gas, wind, and solar energy. Previously, she worked in corporate finance at JP

Morgan. Ms. Beschloss has advised various governments, central banks, and regulatory agencies on financial policy and

energy policy.

Ms. Beschloss currently serves on the boards of trustees of the Council on Foreign Relations, the Rockefeller Foundation,

where she chairs the Investment Committee, the Bretton Woods Committee, where she co-chairs the Future of Finance

Working Group, Georgetown University, and the PBS Foundation where she serves as chair. She was recognized by

Carnegie Corporation in their “Great Immigrants, Great Americans 2020” list, received the Robert F. Kennedy Human

Rights Ripple of Hope Award and the Institutional Investor Lifetime Achievement Award, and has been listed among the

“Most Powerful Women in Banking” by American Banker. She is the co-author of The Economics of Natural Gas (Oxford

University Press) and author of numerous journal articles on innovations in finance, energy economics, and renewable

energy investing. Ms. Beschloss holds an MPhil (Honors) in Economics from the University of Oxford, where she taught

international trade and economic development.

No action has been taken at this time with respect to Ms. Beschloss’s committee appointments. The number of authorized

directors on the Board will be increased from 13 to 14 effective as of May 1, 2024, in connection with the appointment of Ms.

Beschloss to the Board. The number of authorized directors on the Board will be decreased from 14 to 13 effective as of

May 29, 2024, in connection with Mr. Robertson’s retirement.

Ms. Beschloss will receive the annual compensation we provide to non-employee directors as described in the “Director

Compensation” section of the Company’s definitive proxy statement for the 2023 Annual Meeting of Shareholders filed with

the U.S. Securities and Exchange Commission (the “SEC”) on April 12, 2023, as may be updated from time to time in our

filings with the SEC.


Item 7.01	Regulation FD Disclosure.

A copy of the Company’s press release regarding the matters described above has been furnished as Exhibit 99.1 to this Current

Report on Form 8-K.


Item 9.01	Financial Statements and Exhibits.

(d)Exhibits.



Exhibit No.		Description

99.1		Press release of The Carlyle Group Inc., dated April 3, 2024.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).