On April 28, 2017, the Board of Directors (the Board) of
Kennedy-Wilson Holdings, Inc. (the Company) adopted the Second
Amended and Restated 2009 Equity Participation Plan (the Second
Amended and Restated Plan), subject to approval by the Companys
stockholders. On June 15, 2017, the Companys stockholders
approved the Second Amended and Restated Plan and the Second
Amended and Restated Plan became effective. The Second Amended
and Restated Plan amends and restates the Companys Amended and
Restated 2009 Equity Participation Plan (the First Amended and
Restated Plan) in its entirety.

The Second Amended and Restated Plan provides for the grant of
stock options, stock appreciation rights, restricted stock,
restricted stock units, distribution equivalent units,
performance stock awards, performance unit awards and stock
appreciation rights to eligible employees, directors and
consultants of the Company and its affiliates, including awards
that are intended to constitute qualified performance-based
compensation within the meaning of Section 162(m) of the Internal
Revenue Code of 1986, as amended.

>The Second Amended and Restated Plan increases the aggregate
number of shares of common stock of the Company that may be
issued thereunder by an additional 3,300,000 shares to a total of
14,945,000 shares. If an award under the Second Amended and
Restated Plan is forfeited, expires or is settled for cash, any
shares subject to such award may, to the extent of such
forfeiture, expiration or cash settlement, be used again for new
grants under the Second Amended and Restated Plan. In addition,
shares of common stock withheld to satisfy the tax obligations
associated with restricted stock awards, restricted stock unit
awards, performance unit awards and performance share awards (but
not stock options or stock appreciation rights), up to the
minimum statutory tax rate, will again become available for grant
to the Second Amended and Restated Plan. However, the following
shares will not be added back to the share reserve and cannot be
used again for grants to the Second Amended and Restated Plan:
(i) shares tendered or withheld to satisfy grant or exercise
price or tax withholding obligations associated with stock
options or stock appreciation rights, (ii) shares subject to a
stock appreciation right that are not issued in connection with
the stock settlement of the stock appreciation right on its
exercise, and (iii) shares purchased on the open market with the
cash proceeds from the exercise of options.

With respect to awards granted to non-employee directors, the
Second Amended and Restated Plan is administered by the full
Board. With respect to all other awards, the Second Amended and
Restated Plan is administered by the Compensation Committee of
the Board. The plan administrator has broad authority to
administer the Second Amended and Restated Plan, including, but
not limited to, the power to designate participants to whom
awards may be granted, the types, sizes and terms of awards, the
number of awards to be granted, the number of shares of common
stock to which an award will relate, and the price, form of
payment and timing of awards.

The Second Amended and Restated Plan contains a minimum vesting
period which provides that no award agreements will provide for
vesting of the award thereunder earlier than one year after the
applicable grant date; provided, however, that the plan
administrator may accelerate the vesting of an award in the case
of a grantees termination of service due to death or disability
or a change in control of the Company, notwithstanding such
minimum vesting provisions; and provided further that, awards
granted after the effective date of the Second Amended and
Restated Plan that cover, in the aggregate, no more than 5% of
the shares of common stock reserved for issuance under the Second
Amended and Restated Plan may be granted without regard to such
minimum vesting provisions.

The Second Amended and Restated Plan also includes provisions (i)
prohibiting the payment of dividends and distribution equivalent
rights on unvested awards, (ii) prohibiting the discretionary
accelerated vesting of awards, other than in connection with a
change in control of the Company or a termination of the holders
service due to death or disability, (iii) relating to adjustments
and treatment of awards upon certain corporate transactions,
including stock splits, recapitalizations and mergers, (iv)
restricting the transfer of awards in certain circumstances, and
(v) imposing annual limits on awards that may be granted to any
individual participant.

The Second Amended and Restated Plan may be amended or terminated
by the Board at any time, subject to certain limitations
requiring stockholder consent or the consent of the participant.
The Second Amended and Restated Plan will expire on April 28,
2027.

A description of the material terms of the Second Amended and
Restated Plan was included in the Companys definitive proxy
statement on Schedule 14A filed with the Securities and Exchange
Commission on April 28, 2017, and such description is
incorporated herein by reference. The description in the proxy
statement and the foregoing summary are qualified

in their entirety by reference to the full text of the Second
Amended and Restated Plan, a copy of which is filed herewith as
Exhibit 10.1 and incorporated by reference herein.

ITEM 5.07 >>>> SUBMISSION OF MATTERS TO A VOTE OF
SECURITY HOLDERS.>

The Companys 2017 annual stockholder meeting was held on June 15,
2017. As of the record date for the meeting, the Company had
114,237,250 shares of common stock outstanding, each of which is
entitled to one vote.

All of the nominees for director listed in proposal 1 of the
proxy statement were elected as follows:

Proposal 2 of the proxy statement, approval of the Companys
Second Amended and Restated 2009 Equity Participation Plan to,
among other things, increase the number of shares of the Companys
common stock available for awards thereunder by an additional
3,300,000 shares, was approved by the following votes:

Proposal 3 of the proxy statement, the vote to approve, on an
advisory (non-binding) basis, the compensation of the Companys
named executive officers (commonly referred to as a say-on-pay
vote), was approved by the following votes:

Proposal 4 of the proxy statement, the vote on an advisory
(non-binding) proposal on whether future advisory votes to
approve the compensation of the Companys named executive officers
should occur every one, two or three years, received the
following votes:

Based on the votes set forth above, stockholders selected a
frequency of every one year. In light of these voting results,
the Company will include a say-on-pay vote in the Companys proxy
materials each year until the next advisory vote on the frequency
of future say-on-pay votes required by applicable law.

Proposal 5 of the proxy statement, the ratification of the
selection of KPMG LLP as the Companys independent registered
public accountants for its fiscal year ending December 31, 2017,
was approved by the following votes:

ITEM 9.01 >>>> FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits

10.1 Second Amended and Restated 2009 Equity Participation Plan