Current Report — Form 8-K — Sect. 13 / 15(d) – SEA’34 Filing Table of Contents
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Registrant’s telephone number, including area code: i(980)i365-7100
Not Applicable
(Former name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
i☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading symbol(s)
Name of each exchange on which registered
iCommon
Stock, par value $0.01 per share
iBHF
iThe Nasdaq Stock Market LLC
iDepositary
Shares, each representing a 1/1,000th interest in a share of 6.600% Non-Cumulative Preferred Stock, Series A
iBHFAP
iThe Nasdaq Stock Market LLC
iDepositary
Shares, each representing a 1/1,000th interest in a share of 6.750% Non-Cumulative Preferred Stock, Series B
iBHFAO
iThe Nasdaq Stock Market LLC
i6.250%
Junior Subordinated Debentures due 2058
iBHFAL
iThe Nasdaq Stock Market LLC
Indicate by check mark whether the
registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
i☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
☐
Item 5.07. Submission of Matters to a Vote of Security Holders.
On
June 10, 2020, Brighthouse Financial, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, four proposals were submitted to the Company’s stockholders. The proposals are described in more detail in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on April 29, 2020 (the “2020 Proxy Statement”). The final voting results were as follows:
Proposal 1: The Company’s stockholders elected eight
director nominees named in the 2020 Proxy Statement to serve a one-year term ending at the Company’s 2021 Annual Meeting of Stockholders. The voting results are set forth below:
Director Nominee
For
Withhold
Broker Non-Vote
Irene Chang Britt
60,625,130
12,620,457
8,060,674
C.
Edward (“Chuck”) Chaplin
72,962,272
283,315
8,060,674
Eileen A. Mallesch
60,822,226
12,423,361
8,060,674
Margaret M. (“Meg”) McCarthy
72,594,793
650,794
8,060,674
Diane E. Offereins
60,702,646
12,542,941
8,060,674
Patrick
J. (“Pat”) Shouvlin
72,962,168
283,419
8,060,674
Eric T. Steigerwalt
72,959,889
285,698
8,060,674
Paul M. Wetzel
60,913,698
12,331,889
8,060,674
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 2020. The voting results are set forth below:
For
Against
Abstain
Broker Non-Vote
81,084,769
134,155
87,337
N/A
Proposal
3: The Company’s stockholders approved an advisory resolution approving the compensation of the Company’s named executive officers. The voting results are set forth below:
For
Against
Abstain
Broker Non-Vote
71,462,652
1,605,552
177,383
8,060,674
Proposal
4: The Company’s stockholders approved an amendment of the Brighthouse Financial, Inc. Employee Stock Purchase Plan. The voting results are set forth below:
For
Against
Abstain
Broker Non-Vote
72,945,143
174,818
125,626
8,060,674
1
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.