Item 5.02           Departure of Directors or Certain Officers; Election of Directors;
                    Appointment of Certain Officers; Compensatory Arrangements of Certain
                    Officers.

On May 30, 2023, The Carlyle Group Inc. (the "Company") held its 2023 Annual Meeting of Shareholders (the "Annual Meeting"). As further described in Item 5.07 below, at the Annual Meeting, the Company's shareholders approved The Carlyle Group Inc. Amended and Restated 2012 Equity Incentive Plan (the "Equity Incentive Plan"), which had been previously approved by the Company's Board of Directors (the "Board"), subject to shareholder approval.

A description of the Equity Incentive Plan is set forth in the section entitled " Item 4 . Approval of The Carlyle Group Inc. Amended and Restated 2012 Equity Incentive Plan " starting on page 38 of the Company's Definitive Proxy Statement on Schedule 14A, filed with the U.S. Securities and Exchange Commission on April 12, 2023 (the "Proxy Statement"), which is incorporated herein by reference. The description is qualified in its entirety by reference to the Equity Incentive Plan, a copy of which is attached hereto as Exhibit 10.1.




Item 5.03           Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

As previously disclosed, the Board approved, subject to shareholder approval, the Amended and Restated Certificate of Incorporation including an amendment to the Certificate of Incorporation that would declassify the Board over a three-year period, so that all directors stand for election annually from and after the 2026 Annual Meeting of Shareholders.

At the Annual Meeting, as further described in Item 5.07 below, the Company's shareholders approved the Amended and Restated Certificate of Incorporation, which became effective upon the Company's filing of the Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware on June 1, 2023. A copy of the Amended and Restated Certificate of Incorporation is attached hereto as Exhibit 3.1 and is incorporated herein by reference.




Item 5.07   Submission of Matters to a Vote of Security Holders.

At the Annual Meeting, the Company's shareholders considered six proposals, each of which is described in more detail in the Proxy Statement. The final voting results for each matter submitted to a vote of shareholders at the Annual Meeting were as follows:

Item 1. Election to our Board of Directors of the following four Class III director nominees for a three-year term:



                                   FOR            WITHHELD        BROKER NON-VOTES
William E. Conway, Jr.         289,588,750       9,688,995           27,634,918
Lawton W. Fitt                 280,390,214       18,887,531          27,634,918
Mark S. Ordan                  293,483,224       5,794,521           27,634,918
Anthony Welters                285,206,044       14,071,701          27,634,918

Item 2. Ratification of Ernst & Young LLP as Independent Registered Public Accounting Firm for 2023



     FOR            AGAINST        ABSTAIN        BROKER NON-VOTES
 318,744,321       8,049,277       119,065               -

Item 3. Management Proposal to Reorganize the Board of Directors into One Class



     FOR            AGAINST        ABSTAIN        BROKER NON-VOTES
 298,938,543        244,773        94,429            27,634,918

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Item 4. Approval of The Carlyle Group Inc. Amended and Restated 2012 Equity
Incentive Plan

     FOR            AGAINST         ABSTAIN        BROKER NON-VOTES
 274,907,014       24,142,741       227,990           27,634,918


Item 5. Non-Binding Vote to Approve Named Executive Officer Compensation
("Say-on-Pay")

     FOR            AGAINST         ABSTAIN        BROKER NON-VOTES
 202,751,184       95,947,022       579,539           27,634,918


Item 6. Shareholder Proposal to Implement a Simple Majority Vote Requirement in
Our Governing Documents

     FOR            AGAINST        ABSTAIN        BROKER NON-VOTES
 298,531,645        635,243        110,857           27,634,918

Item 9.01 Financial Statements and Exhibits.




(d)Exhibits.

    Exhibit No.           Description

3.1                         Amended and Restated Certificate of Incorporation of The Carlyle Group
                          Inc.

10.1+                       The Carlyle Group Inc. Amended and Restated 2012 Equity Incentive Plan.

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


+      Management contract or compensatory plan or arrangement in which directors and/or
       executive officers are eligible to participate.

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