UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): January 25, 2021 (
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On January 24, 2021, at a meeting of the Executive Committee of the Board of Directors (the “Board”) of Apollo Global Management, Inc. (the “Company” and together with its consolidated subsidiaries, “Apollo”), Mr. Black informed the Executive Committee members that he intends to retire from his position as Chief Executive Officer of the Company on or before July 31, 2021. Leon Black, Marc Rowan and Josh Harris, on behalf of the Class C Stockholder of the Company, voted to appoint Mr. Rowan as Chief Executive Officer of the Company to begin serving in such role effective upon Mr. Black’s retirement. Mr. Black will continue to serve as Chairman of the Board following his retirement from his position as Chief Executive Officer.
The information required by Items 401(b), (d), (e) and Item 404(a) of Regulation S-K promulgated under the Securities Act of 1933, as amended (the “Securities Act”), with respect to Mr. Rowan was previously disclosed in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission (the “SEC”) on August 20, 2020 (the “Proxy Statement”). There are no arrangements or understandings between Mr. Rowan and any other person pursuant to which he was selected as Chief Executive Officer of the Company.
In addition, at the same meeting Messrs. Black, Rowan and Harris, on behalf of the Class C Stockholder of the Company, voted to increase the size of the Board to eleven (11) directors, and appointed Pamela Joyner, Siddhartha Mukherjee, Scott Kleinman and James Zelter (collectively, the “newly appointed directors”) to fill the resulting vacancies, each effective March 1, 2021.
It is anticipated that Ms. Joyner and Mr. Mukherjee will each enter into a standard indemnification agreements with the Company, as more fully described under “Item 13. Certain Relationships and Related Transactions, and Director Independence - Indemnification of Directors, Officers and Others” of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, filed with the SEC on February 21, 2020 (the “Annual Report”). Furthermore, it is anticipated that Ms. Joyner and Mr. Mukherjee will enter into the Company’s standard form of Independent Director Engagement Letter with the Company, effective upon each of their appointments to the Board. The standard form of Independent Director Engagement Letter was previously filed as an exhibit to the Annual Report. Pursuant to each Independent Director Engagement Letter, Ms. Joyner and Mr. Mukherjee will be eligible to receive director compensation, as more fully described under “Director Compensation” in the Company’s Proxy Statement.
There are no arrangements or understandings between any of the newly appointed directors and any other persons pursuant to which he or she was selected as a director of the Company.
The information required by Item 404(a) of Regulation S-K promulgated under the Securities Act (“Item 404(a)”) with respect to Messrs. Kleinman and Zelter was previously disclosed in the Proxy Statement. The information required by Item 404(a) with respect to Ms. Joyner and Mr. Mukherjee is not yet determined.
The Board has not yet determined on which board committees, if any, each of the newly appointed directors will serve.
| Item 7.01 | Regulation FD Disclosure. |
As previously reported, the Conflicts Committee of the Company’s Board of Directors retained Dechert LLP as outside counsel to conduct an independent review of the information that Leon Black, the Company’s Chairman and CEO, has conveyed about his previous professional relationship with Mr. Jeffrey Epstein. At a meeting of the Board of Directors on January 24, 2021, the Conflicts Committee and their counsel reviewed the report with the full Board of Directors. Attached as Exhibit 99.1 is a copy of the report provided by Dechert LLP to the Conflicts Committee of the Board of Directors.
In addition, on January 25, 2021, Leon Black issued a letter to limited partners of Apollo managed funds relating to the Dechert LLP report and other maters, a copy of which is included as Exhibit 99.2 to this Current Report on Form 8-K.
The information included in Item 7.01 “Regulation FD Disclosure” and Item 9.01 “Financial Statements and Exhibits” of this Current Report on Form 8-K (including the exhibit hereto) is being furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be incorporated by reference into a filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
Description | |
| 99.1 | Report of Dechert LLP to the Conflicts Committee of the Board of Directors | |
| 99.2 | Leon Black letter to limited partners, dated January 25, 2021 | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| APOLLO GLOBAL MANAGEMENT, INC. | ||||||
| Date: January 25, 2021 | By: | /s/ John J. Suydam | ||||
| Name: | John J. Suydam | |||||
| Title: | Chief Legal Officer | |||||