UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material under §240.14a-12 KENNEDY-WILSON HOLDINGS, INC. (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant) Payment of Filing Fee (Check the appropriate box): ☒ No fee required ☐ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transaction applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): (4) Proposed maximum aggregate value of transaction: (5) Total fee paid: ☐ Fee previously paid with preliminary materials. ☐ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: (2) Form, Schedule or Registration Statement No.: (3) Filing Party: (4) Date Filed: KENNEDY WILSON NOTICE OF 2021 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT April 29, 2021 Dear Fellow Stockholder, I cordially invite you to attend the 2021 annual meeting of stockholders of Kennedy-Wilson Holdings, Inc., to be held on Thursday, June 10, 2021, at 9:00 a.m. Pacific Time (the “Annual Meeting”). Due to the ongoing public health impact of the COVID-19 pandemic, and to support the health and well-being of our stockholders and employees, this year’s Annual Meeting will again be a completely virtual meeting of stockholders, conducted via live webcast. The proxy statement, with the accompanying formal notice of the meeting, describes the matters expected to be acted upon at the meeting and details of how you can attend the meeting virtually. We ask that you review these materials carefully. We hope you will be able to attend the meeting. However, whether or not you are personally present, your vote is extremely important to us and our business. We are pleased to offer multiple options for voting your shares. You may vote via the Internet, by mail, or during the meeting as described in the accompanying proxy statement. Thank you for your continued support of Kennedy Wilson. All the very best, William J. McMorrow Chairman and Chief Executive Officer Kennedy Wilson / Proxy Statement 2021 / 1 KENNEDY-WILSON HOLDINGS, INC. 151 S. El Camino Drive Beverly Hills, California 90212 (310) 887-6400 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO THE STOCKHOLDERS OF KENNEDY-WILSON HOLDINGS, INC.: The Annual Meeting of the Stockholders of Kennedy-Wilson Holdings, Inc., a Delaware corporation (the “Company”), will be held on June 10, 2021, at 9:00 a.m. Pacific Time (the “Annual Meeting”) and will be a completely virtual meeting of stockholders, conducted via live webcast at https://www.cstproxy.com/kennedywilson/2021, for the following purposes: To elect four (4) To vote on an advisory, To ratify the To transact any other directors to the Board nonbinding proposal appointment of KPMG business as may of Directors of the to approve the LLP as our independent properly be presented Company to serve for compensation of the registered accounting at the Annual Meeting a three-year term and Company’s named firm for the or any adjournment or until their successors executive officers. 2021 fiscal year. postponement thereof. are duly elected and qualified. Stockholders of record of the Company’s common stock at the close of business on April 23, 2021 are entitled to notice of, and to vote at, the Annual Meeting or any adjournment or postponement thereof. To attend the Annual Meeting, stockholders of record will need to register to attend at https://www.cstproxy.com/kennedywilson/2021 beginning at 8:00 a.m. on June 7, 2021. Stockholders of record will need the 12-digit control number included on their proxy card or Notice of Internet Availability to register. Street name stockholders must first contact their broker or bank and receive a legal proxy and, after it is received, contact the Company’s transfer agent, Continental Stock Transfer, to obtain a meeting control number to register. Continental Stock Transfer can be reached via email at [email protected] or by phone at (917) 262-2373. Continental will require a copy of the legal proxy. To ensure receipt of a meeting control number in time, stockholders should contact Continental Stock Transfer no later than Monday, June 7, 2021. Stockholders that have obtained a legal proxy from their broker or bank without previously voting their shares will only be able to vote their shares through the link on the virtual meeting site. A list of the stockholders entitled to vote at the meeting may be examined at the Company’s office at 151 S. El Camino Drive, Beverly Hills, California during the 10-day period preceding the Annual Meeting. 2 / Kennedy Wilson / Proxy Statement 2021 All stockholders are cordially invited to attend the meeting. Whether or not you expect to attend, you are respectfully requested by the Board of Directors to vote your shares online or sign, date and return the enclosed proxy promptly, or otherwise follow the instructions contained in this proxy statement. Stockholders who execute proxies retain the right to revoke them at any time prior to the voting thereof. If you received this proxy statement in the mail, a return envelope is enclosed for your convenience. We are pleased to use the rules of the SEC that allow us to furnish our proxy materials over the Internet. As a result, we are mailing our stockholders a Notice of Internet Availability instead of paper copies of our Proxy Statement and 2020 Annual Report. The Notice of Internet Availability contains instructions on how to access these documents via the Internet. The Notice of Internet Availability also contains instructions on how you can receive a paper copy of our proxy materials, including this proxy statement, our 2020 Annual Report and a proxy card. Stockholders who request paper copies of proxy materials will receive them by mail. This process will conserve natural resources and reduce the costs of printing and distributing our proxy materials to our stockholders. By Order of the Board of Directors, In Ku Lee Senior Vice President, Deputy General Counsel and Secretary Dated: April 29, 2021 Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on June 10, 2021. Full copies of the proxy statement, the proxy card and the annual report are available on the Internet at ir.kennedywilson.com. If you wish to receive a printed copy of the proxy materials, please follow the instructions set forth in the Notice of Internet Availability. Additional copies may be requested by calling or sending a letter to the Secretary of the Company, c/o Kennedy-Wilson Holdings, Inc., at 151 S. El Camino Drive, Beverly Hills, California 90212 or (310) 887-6400. Kennedy Wilson / Proxy Statement 2021 / 3 Table of Contents Questions and Answers About the Annual Meeting 8 1 Proposal 1 Election of Directors 5 Directors and Executive Officers 6 Director Compensation 12 Corporate Governance and Board Matters 13 ESG at Kennedy Wilson: A Commitment to Responsible Investing and Operations 18 Executive Compensation 22 Compensation Committee Report 49 Proposal 2 Advisory Vote on Executive Compensation (“Say-On-Pay Vote”) 63 Proposal 3 Ratification of the Appointment of KPMG LLP as Independent Registered Public Accounting Firm 65 Audit Committee Report 67 Security Ownership of Management and Certain Beneficial Owners 68 Certain Relationships and Related Transactions 71 Other Matters 72 Appendix A Certain Definitions and Reconciliation of Non-GAAP Financial Measures 74 4 Kennedy Wilson / Proxy Statement 2020 PROXY SUMMARY Proposal Roadmap The following proposals will be voted on at the Annual Meeting of the Stockholders: Board For More Proposal Recommendation Information Proposal No. 1: Election of Directors For each director Page 12 To elect four (4) directors to the Board of Directors of the Company to serve for a three-year term and until their respective successors are duly elected and qualified Proposal No. 2: Say-on-Pay Vote For Page 70 To approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers Proposal No. 3: Ratification of Appointment of Independent Registered Public Accounting Firm For Page 72 To ratify the appointment of KPMG LLP as the Company’s independent registered accounting firm for the 2021 fiscal year Kennedy Wilson / Proxy Statement 2021 / 5 PROXY SUMMARY 2020 Business Highlights In 2020, Kennedy Wilson continued to deliver across key financial and operational metrics for another strong performance year under the leadership of our Board of Directors and management team during a year full of considerable challenges on a global scale stemming from the Covid-19 pandemic. Fee-bearing capital growth in 2020, as a result of new partnerships and the expansion of existing relationships and asset sales that generated significant gains for the Company were key to achieving meaningful financial results and positioning the Company for long-term success. The Company also managed an impressive level of rent collections while maintaining strong occupancy across our diverse global multifamily and office portfolio.