AB Active ETFs, Inc DEFA14A, filed Jun 29, 2026
AB Active ETFs, Inc. (BUFC)
SCHEDULE 14A INFORMATION
(RULE 14a-101)
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )
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 Rule14a-6(e)(2)) | |
| ☐ | Definitive Proxy Statement | |
| ☒ | Definitive Additional Materials | |
| ☐ | Soliciting Material Under Rule 14a-12 | |
AB Active ETFs, Inc.
(Name of Registrant as Specified in Its Charter)
(Name of Persons(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:
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| (2) | Aggregate number of securities to which transaction applies:
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| (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):
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| (4) | Proposed maximum aggregate value of transaction:
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| (5) | Total fee paid:
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| ☐ | Fee paid previously 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:
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| (2) | Form, Schedule or Registration Statement No.:
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| (3) | Filing Party:
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| (4) | Date Filed:
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Letter alerting Advisors of AB Proxy:
Cut, paste, personalize and send via Outlook email.
[AB Funds]
Subject: Proxy vote: Requesting your help
Dear [FA Name],
Please note that AllianceBernstein L.P. (“AB”) will be commencing a Joint Meeting of Stockholders for all the AB Funds (the “Funds”).
Your clients will be asked to elect 8 Directors/Trustees and to approve an investment advisory agreement between each Fund and AB.
The current investment advisory agreement automatically terminates in the event of an assignment, which includes a direct or indirect transfer of a controlling block of the voting securities of AB. Equitable, the holder of a majority of the partnership interests in AB and the indirect parent of AllianceBernstein Corporation, the general partner of AB, and Corebridge Financial have entered into an agreement to merge. Because the merger may constitute an assignment of the current investment advisory agreement, a new investment advisory agreement must be approved by stockholders to ensure continuation of advisory services.
Your clients who own the Funds will be contacted by our proxy solicitor, Sodali Fund Solutions, to vote on these proposals by email or in the mail and in some cases by telephone.
We kindly request your assistance in encouraging your clients to vote their shares. Here is the sequence of events and how your clients can vote:
| • | Proxy voting forms will be mailed or emailed to stockholders on or about [XXXXX XX] |
| • | Outbound calls to stockholders who have not voted will begin [XXXX XX] |
| • | Your clients can vote using any of the convenient methods listed on their voting form |
| • | If they reach out to you, you can ask them to log on to vote their shares |
| • | Clients can give voting authority to you and allow you to vote on their behalf |
| • | Clients may vote by phone with you by conferencing in our proxy solicitor, Sodali Fund Solutions at 888-905-7704 |
| • | If you or your clients have questions, please call Sodali Fund Solutions at 888-905-7704 |
| • | Monday - Friday 10:00 a.m.–11:00 p.m. |
Once your client votes, calls and mailings will stop.
Thank you in advance for your help. Please feel free to contact me with any questions.
For additional information, please refer to the https://proxyvotinginfo.com/p/alliancebernstein2026.
Best,
SIGNATURE
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Scan to Vote Online | |
| PO Box 211230, Eagan, MN 55121-9984 |
AllianceBernstein
Dear Stockholder,
We are writing to ask you to call Sodali Fund Solutions in connection with your shares held with AllianceBernstein. The Joint Meeting of Stockholders is to be held on August 3, 2026.
It takes 30 seconds to vote online and less than one minute by phone.
1) Scan the QR code in the right corner above to Vote Online – Quick and Easy!
2) Vote by Phone – call the number below and a live agent will record your vote.
Call to vote with a live agent
1-800-407-2279
AllianceBernstein has engaged Sodali Fund Solutions to solicit stockholders. At your earliest convenience, please call Sodali Fund Solutions or vote online using the QR code on the upper right-hand side of the page.
| Hours of Operation: | • Monday – Friday from 10:00 a.m. to 11:00 p.m. ET
• Saturday from 12:00 p.m. to 5:00 p.m. ET |
Have your reference number(s) ready. A representative will walk you through the voting process.
REFERENCE NUMBER(S):
Link to proxy statement and all materials: https://proxyvotinginfo.com/p/alliancebernstein2026.
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AB RETETF IA-1 |
Inbound, Outbound & Voicemail Scripts
AB Funds
Inbound Line Messaging
Inbound – Closed Recording
Thank you for calling the AB Funds proxy voting line. Our offices are now closed. Please call us back during our normal business hours, which are Monday through Friday, 10:00 a.m. to 11:00 p.m. Eastern time. Thank you and have a nice day.
Inbound – Call in Queue Message
Thank you for calling the AB Funds proxy voting line. Our proxy specialists are currently assisting other stockholders. Your call is important to us. Please continue to hold and your call will be answered in the order in which it was received.
End of Campaign Message
Thank you for calling the AB Funds proxy voting line. The Joint Meeting of Stockholders scheduled for August 3, 2026 has concluded. As a result, this toll-free number is no longer in service for proxy related stockholder calls. If you have questions about your investment in the AB Funds, please contact your AB Advisor. Thank you.
| Sodali & Co Version 1.0 | May 22, 2026 |
Page 1 |
Outbound Call Script
Hello, my name is (CSR FULL NAME). May I please speak with (STOCKHOLDER’S FULL NAME)?
(Repeat the greeting if necessary)
I am calling on a recorded line regarding your current investment in the ««INSERT FUND NAME»». Materials were sent to you for the upcoming Special Joint Meeting of Stockholders scheduled for August 3, 2026. We have not yet received your vote. The Board recommends a vote IN FAVOR of the proposals. Would you like to vote along with their recommendation?
(Pause for response)
If YES:
If we identify any additional accounts before the meeting, would you like to vote them the same way as today?
(Proceed to confirming the vote)
If NO or the stockholder hasn’t received the info:
Stockholders are being asked to elect eight directors or trustees.
In addition, stockholders of each Fund are being asked to approve new investment advisory agreements to ensure continuation of the advisory services provided to each Fund. This transaction is not expected to result in any changes to the contractual investment advisory fees charged to the Funds, the portfolio management of any Fund or the nature and quality of services provided by the Adviser.
The Board recommends a vote IN FAVOR of all proposals. Would you like to vote along with their recommendation?
(Pause for response and address any questions)
If the stockholder still chooses not to vote:
I understand. Thank you and have a good day.
If the stockholder is unavailable:
| Sodali & Co Version 1.0 | May 22, 2026 |
Page 2 |
We can be reached toll-free at 800-311-1512, Monday to Friday, 10:00 AM to 11:00 PM Eastern. Thank you and have a good day.
Confirming the vote:
I am recording your vote.
(Recap voting instructions)
For confirmation, please state your full name.
(Pause)
According to our records, you reside in (city, state, zip).
(Pause)
To confirm your address for the letter, please state your street address.
(Pause)
Thank you. You will receive written confirmation in 3 to 5 business days. Please review and retain it. If you have questions, call the toll-free number in the letter. Your vote is important and appreciated. Have a good (morning/afternoon/evening).
| Sodali & Co Version 1.0 | May 22, 2026 |
Page 3 |
Outbound Voicemail Script
Hello.
I am calling on behalf of your current investment in the AB Funds.
The Special Joint Meeting of Stockholders is scheduled to take place on August 3, 2026. All stockholders are being asked to consider and vote on important matters. As of today, your vote has not been registered.
Your vote is important.
Please contact us as soon as possible, toll-free at 800-311-1512 Monday through Friday between the hours of 10:00AM and 11:00PM Eastern time to cast your vote.
Thank you and have a good day
| Sodali & Co Version 1.0 | May 22, 2026 |
Page 4 |
PLEASE VOTE YOUR SHARES TODAY!
Dear Stockholder,
As a stockholder in one or more of the AllianceBernstein Funds, you recently received a proxy communication via e-mail or in the mail in connection with the Joint Meeting of Stockholders to be held on August 3, 2026.
Stockholders are being asked to consider and approve a new investment advisory agreement with AllianceBernstein L.P. (“AB”) and to elect eight nominees to the Board of Directors/Trustees.
Please note that you are being asked to vote because the current investment advisory agreement automatically terminates in the event of an assignment, which includes a direct or indirect transfer of a controlling block of the voting securities of AB. Equitable, the holder of a majority of the partnership interests in AB and the indirect parent of AllianceBernstein Corporation, the general partner of AB, and Corebridge Financial have entered into an agreement to merge. Because the merger may constitute an assignment of the current investment advisory agreement, a new investment advisory agreement must be approved by stockholders to ensure continuation of advisory services.
All communications regarding this proxy will STOP within 3 business days of you voting your shares. You can vote right now by clicking the link below:
<< VOTE HERE >>
AllianceBernstein has engaged Sodali Fund Solutions to solicit their stockholders. If you would like to vote with a live agent, you can call Sodali Fund Solutions at:
1-800-413-7186
Hours of Operation:
| • | Monday – Friday from 10:00 a.m. to 11:00 p.m. ET |
| • | Saturday from 12:00 p.m. to 5:00 p.m. ET |
Thank you in advance for your consideration on this important vote.
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Link to all materials https://proxyvotinginfo.com/p/alliancebernstein2026. The Proxy Statement contains important information about the proposals affecting your fund and |
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| therefore you are advised to read it. | AB RETETF NOBOED |
AllianceBernstein
Please refer to the accompanying voting ballot(s) for your specified Fund(s)
July 2026
Dear Stockholder,
As a stockholder in one or more of the AllianceBernstein Funds, you recently received a proxy communication via e-mail or in the mail in connection with the Joint Meeting of Stockholders to be held on August 3, 2026.
Stockholders are being asked to consider and approve a new investment advisory agreement with AllianceBernstein L.P. (“AB”) and to elect eight nominees to the Board of Directors/Trustees.
Please note that you are being asked to vote because the current investment advisory agreement automatically terminates in the event of an assignment, which includes a direct or indirect transfer of a controlling block of the voting securities of AB. Equitable, the holder of a majority of the partnership interests in AB and the indirect parent of AllianceBernstein Corporation, the general partner of AB, and Corebridge Financial have entered into an agreement to merge. Because the merger may constitute an assignment of the current investment advisory agreement, a new investment advisory agreement must be approved by stockholders to ensure continuation of advisory services.
After careful consideration, the Board unanimously recommends that you vote FOR the approval of each proposal. It is important that you exercise your right to vote. Please take a moment to sign, date and mail the enclosed card in the pre-paid envelope or follow the instructions below to vote by telephone or internet.
How will the merger affect my investment(s)?
The merger will not affect your investment(s). AllianceBernstein Board of Directors/Trustees, Senior Management Team and employees will continue to fulfill their daily responsibilities. It is also important for you to know:
| ➣ | The approval of the new investment advisory agreement will NOT increase fees. |
| ➣ | The Funds’ investment objectives, investment strategies and investment processes will remain the same. |
| ➣ | The same AllianceBernstein Portfolio Managers will continue to oversee your funds. |
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Vote by Phone by calling 800-311-1512 and speaking with a proxy voting specialist today. Our representatives are available on weekdays from 10 a.m. to 11 p.m. Eastern time. You may also call the toll-free number on the enclosed card and follow the prompts. | |
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Vote by Internet by visiting the internet address on the enclosed card and following the instructions. | |
If you have any questions or need assistance in voting, please contact our proxy solicitor, Sodali Fund Solutions (“SFS”) at 800-311-1512. Please note that an SFS representative may call you to assist in voting.
Thank you,
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AB RETETF – REM1 |
ALLIANCEBERNSTEIN FUNDS
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AB RETETF – REM1 |
AllianceBernstein
Please refer to the accompanying voting ballot(s) for your specified Fund(s)
July 2026
Dear Stockholder,
The AllianceBernstein Funds (the “Funds”) Joint Meeting of Stockholders is scheduled to be held on August 3, 2026.
While the Funds’ investment strategies and portfolio management teams will remain unchanged, stockholders are being asked to consider and approve a new investment advisory agreement with AllianceBernstein L.P. and to elect eight nominees to the Board of Directors/Trustees. No management fee increase is proposed.
After careful consideration, the Board unanimously recommends that you vote FOR the approval of each proposal. It is important that you exercise your right to vote.
Please join your fellow stockholders by taking a few minutes to sign, date, and mail the enclosed card in the prepaid envelope or follow the instructions below to vote by telephone or internet. Once we have received your vote, you will not receive any further communication related to this proxy solicitation.
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Vote by Phone by calling 800-311-1512 and speaking with a proxy voting specialist today. Our representatives are available on weekdays from 10 a.m. to 11 p.m. Eastern time. You may also call the toll-free number on the enclosed card and follow the prompts. | |
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Vote by Internet by visiting the internet address on the enclosed card and following the instructions. | |
If you have any questions or need assistance in voting, please contact our proxy solicitor, Sodali Fund Solutions (“SFS”) at 800-311-1512. Please note that an SFS representative may call you to assist in voting.
Thank you,
ALLIANCEBERNSTEIN FUNDS
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AB RETETF REM2 |
Text Message #1
Dear Valued Stockholder,
You can help your AllianceBernstein funds avoid the expense of further proxy solicitation by promptly voting your shares.
Vote NOW by clicking the link below:
[Individual Link here] PENDING
To prevent any additional correspondence or phone calls, please contact us at 1-800-311-1512.
STOP to END
Text Message #2
Dear Valued Stockholder,
Nothing changes. Except we need your vote.
Vote NOW by clicking the link below:
[Individual Link here] PENDING
To prevent any additional correspondence or phone calls, please contact us at 1-800-311-1512.
STOP to END
Text Message #3
Dear Valued Stockholder,
Your [mutual fund/ETF] isn’t changing. But we still need your vote.
Vote NOW by clicking the link below:
[Individual Link here] PENDING
To prevent any additional correspondence or phone calls, please contact us at 1-800-311-1512.
STOP to END
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AB RETETF TXT1 |
Text Message #4
Dear Valued Stockholder,
We’re almost there. Your vote gets us across the finish line.
Vote NOW by clicking the link below:
[Individual Link here] PENDING
To prevent any additional correspondence or phone calls, please contact us at 1-800-311-1512.
STOP to END
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AB RETETF TXT1 |
Email Template: Send to Clients who want AB to vote on their behalf
| 1. | After you have spoken with clients and they have indicated that they want AB to vote on their behalf, please send this email to them and obtain their written approval. |
| 2. | Once you receive their email approval, please attach that email in Beacon. |
| 3. | Then proceed to the proxy website www.proxyvotenow.com/ab2026 to vote the client’s shares using the client’s control number (instructions in the PC Help Manual). |
SUBJECT: BERNSTEIN | PROXY VOTE
Dear Client,
Thank you for your help with the current proxy vote. To make this process as easy as possible for you, I’ve included the below summary of the proposals we are asking you to vote on as well as instructions on how I can vote on your behalf:
Stockholders of the AllianceBernstein Funds (the “Funds”) are being asked to approve two proposals to be considered and voted on at the upcoming Joint Meeting of Stockholders to be held on August 3, 2026:
| 1. | Under the first proposal, stockholders will be asked to elect directors/trustees of the Funds. |
| 2. | Under the second proposal, stockholders will be asked to approve a new investment advisory agreement with AllianceBernstein L.P. (“AB”), as a result of certain anticipated changes in the ownership of AB in connection with a planned merger of its majority owner, Equitable, and Corebridge Financial. |
Your vote is necessary to ensure the Funds can continue to be managed by AB without interruption. No changes to fees, portfolio management, or the services provided are expected.
If you would like me to help you vote, I can do that with your approval. AB and the Board of Directors/Trustees recommend that our clients vote “FOR” the proposals. Please reply “Approved” to confirm that you hereby authorize us to process your proxy vote and that you have instructed us to vote “FOR” the proposals referenced on the ballot you received for all the registered funds held in your account(s).
Your vote matters!
Please let me know if you have any questions and thank you for your help!