Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On June 24, 2022, the board of directors (the "Board") of TPG Inc. (the
"Company") increased the size of the Board from thirteen to fourteen members and
appointed Gunther Bright as a director to fill the resulting vacancy effective
July 1, 2022. Upon joining the Board, Mr. Bright will serve as a member of the
Audit Committee, Conflicts Committee, of which Mr. Bright will serve as chair,
and Compensation Committee (collectively, the "Committees").
The Board has determined that Mr. Bright satisfies all applicable requirements
to serve on the Committees, including, without limitation, the applicable
independence requirements of the Nasdaq Stock Market LLC and the Securities
Exchange Act of 1934, as amended. The Board has also determined that Mr. Bright
qualifies as an "audit committee financial expert" as such term has been defined
in Item 407(d) of Regulation S-K.
Effective as of Mr. Bright's appointment, Todd Sisitsky no longer serves on the
Audit Committee and such committee is now fully independent under the
independence rules applicable to audit committees.
Since 2020, Mr. Bright has served as Executive Vice President and General
Manager of Global and U.S. Large Enterprises, Global Commercial Services at
American Express. Prior to this role, he served as Executive Vice President and
General Manager of the Merchant Services business of American Express from 2014
to 2020. Mr. Bright served as an independent board member of McAfee Corp.
(NASDAQ: MCFE) from September 2021 until February 2022, and currently serves as
an Executive Committee Member of the Junior Achievement of New York Board of
Directors, Vice Chairman and Executive Committee Member of the Alvin Ailey
American Dance Theater Board of Trustees and a member of the Executive
Leadership Council. Mr. Bright received his Bachelor of Arts degree in economics
from Pace University and completed an advanced executive management program at
the Wharton School of the University of Pennsylvania.
There are no arrangements or understandings between Mr. Bright and any other
person pursuant to which he was elected as a director of the Company, and there
are no family relationships between Mr. Bright and any of the Company's other
directors or executive officers. Mr. Bright is not a party to any current or
proposed transaction with the Company for which disclosure is required under
Item 404(a) of Regulation S-K.
Mr. Bright will receive the compensation we provide to independent directors of
the Company in accordance with the Company's Independent Director Compensation
Policy filed as Exhibit 10.30 to the Company's Annual Report on Form 10-K filed
with the U.S. Securities and Exchange Commission on March 29, 2022 (the "Annual
Report"). Mr. Bright also entered into the Company's standard indemnification
agreement for directors as described in the "Indemnification Agreements" section
of the Annual Report.
Item 7.01 Regulation FD Disclosure
A copy of the Company's press release announcing the appointment of Mr. Bright
as a director of the Company is furnished as Exhibit 99.1 to this Current Report
on Form 8-K.
As provided in General Instruction B.2 of Form 8-K, the information in this Item
7.01 and Exhibit 99.1 incorporated in this Form 8-K shall not be deemed to be
"filed" for 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 such information or Exhibit 99.1 be deemed to be incorporated
by reference in any filing under the Securities Act of 1933, as amended, or the
Exchange Act, regardless of any general incorporation language in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description
99.1 Press release of TPG Inc., dated June 27, 2022.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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