Brighthouse Financial Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$BHF
Life Insurance
Finance
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 16, 2025 (June 12, 2025)
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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.
As described below under Item 5.07 of this Current Report on Form 8-K, at the Annual Meeting of Stockholders of Brighthouse Financial, Inc. (the “Company”) held on June 12, 2025 (the “2025 Annual Meeting”), the Company’s stockholders approved the Amended and Restated Brighthouse Financial, Inc. 2017 Stock and Incentive Compensation Plan (as amended and restated, the “Employee Plan”).
A description of the material terms of the Employee Plan was included in the Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on April 29, 2025 (the “2025 Proxy Statement”), under the section captioned “Proposal 4 – Approval of the Amended and Restated Brighthouse Financial, Inc. 2017 Stock and Incentive Compensation Plan,” which is incorporated herein by reference. The description of the Employee Plan contained in the Proxy Statement is qualified in its entirety by reference to the full text of the Employee Plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the 2025 Annual Meeting, four proposals were submitted to the Company’s stockholders. The proposals are described in more detail in the 2025 Proxy Statement. The final voting results were as follows:
Proposal 1: The Company’s stockholders elected the nine director nominees named in the 2025 Proxy Statement to serve a one-year term ending at the Company’s 2026 Annual Meeting of Stockholders. The voting results are set forth below:
| Director Nominee | For | Against | Abstain | Broker Non-Vote | ||||||||||
| C. Edward (“Chuck”) Chaplin | 37,508,711 | 261,853 | 42,674 | 5,227,857 | ||||||||||
| Stephen C. (“Steve”) Hooley | 37,672,771 | 95,648 | 44,819 | 5,227,857 | ||||||||||
Michael J. Inserra | 37,666,770 | 103,705 | 42,763 | 5,227,857 | ||||||||||
| Carol D. Juel | 37,672,302 | 99,285 | 41,651 | 5,227,857 | ||||||||||
| Eileen A. Mallesch | 37,588,862 | 168,410 | 55,966 | 5,227,857 | ||||||||||
| Diane E. Offereins | 37,612,409 | 144,859 | 55,970 | 5,227,857 | ||||||||||
| Eric T. Steigerwalt | 37,705,681 | 64,995 | 42,562 | 5,227,857 | ||||||||||
| Paul M. Wetzel | 37,611,912 | 158,860 | 42,466 | 5,227,857 | ||||||||||
| Lizabeth H. Zlatkus | 37,666,201 | 105,224 | 41,813 | 5,227,857 | ||||||||||
Proposal 2: The Company’s stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2025. The voting results are set forth below:
| For | Against | Abstain | Broker Non-Vote | ||||||||
| 42,787,295 | 198,131 | 55,669 | N/A | ||||||||
Proposal 3: The Company’s stockholders approved an advisory resolution approving the compensation of the Company’s named executive officers (the “Say-on-Pay” vote). The voting results are set forth below:
| For | Against | Abstain | Broker Non-Vote | ||||||||
| 35,210,082 | 2,536,631 | 66,525 | 5,227,857 | ||||||||
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Proposal 4: The Company’s stockholders approved the Employee Plan. The voting results are set forth below:
| For | Against | Abstain | Broker Non-Vote | ||||||||
| 33,168,708 | 4,579,152 | 65,378 | 5,227,857 | ||||||||
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | ||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | ||||
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| BRIGHTHOUSE FINANCIAL, INC. | |||||||||||
| By: | /s/ Jacob M. Jenkelowitz | ||||||||||
| Name: Jacob M. Jenkelowitz | |||||||||||
| Title: Corporate Secretary | |||||||||||
Date: June 16, 2025
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