8-K
Bread Financial Holdings, Inc. (BFH)
View as plain text
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):
May 19, 2026
BREAD FINANCIAL HOLDINGS, INC.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 001-15749 | 31-1429215 |
|---|---|---|
| (State or Other Jurisdiction<br>of Incorporation) | (Commission<br>File Number) | (IRS Employer<br>Identification No.) |
3095 LOYALTY CIRCLE
COLUMBUS, Ohio 43219
(Address and Zip Code of Principal Executive Offices)
(614) 729-4000
(Registrant’s Telephone Number, including Area Code)
NOT APPLICABLE
(Former name or former address, if changed since last report)☐
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol | Name of each exchange on which registered |
|---|---|---|
| Common Stock, par value $0.01 per share | BFH | NYSE |
| Depositary Shares, Each Representing a 1/40th Interest in a Share of 8.625% Non-Cumulative Perpetual Preferred Stock, Series A | BFH PrA | NYSE |
| Depositary Shares, Each Representing a 1/40th Interest in a Share of 8.875% Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock, Series B | BFH PrB | NYSE |
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 ☐
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 May 19, 2026, Bread Financial Holdings, Inc. (the “Company”) held its 2026 annual meeting of stockholders (the “Annual Meeting”) in a virtual-only format. A total of 37,841,186 shares of the Company’s common stock were present or represented by proxy at the Annual Meeting, representing approximately 91.35% of the Company’s shares outstanding as of March 25, 2026, the record date set for the Annual Meeting. The matters voted on at the Annual Meeting and the results for each matter were as follows:
(a) Proposal 1: Each of Ralph J. Andretta, John J. Fawcett, John C. Gerspach, Jr., Praniti Lakhwara, Rajesh Natarajan, Joyce St. Clair, Timothy J. Theriault, Laurie A. Tucker and Sharen J. Turney was elected as a director of the Company to serve until the 2027 annual meeting of stockholders.
Ralph J. Andretta
| 34,147,196 | For |
|---|---|
| 133,556 | Against |
| 7,681 | Abstain |
| 3,552,752 | Broker Non-Votes |
John J. Fawcett
| 34,218,396 | For |
|---|---|
| 62,228 | Against |
| 7,809 | Abstain |
| --- | --- |
| 3,552,752 | Broker Non-Votes |
John C. Gerspach, Jr.
| 34,024,883 | For |
|---|---|
| 255,432 | Against |
| 8,118 | Abstain |
| 3,552,752 | Broker Non-Votes |
Praniti Lakhwara
| 34,241,651 | For |
|---|---|
| 32,194 | Against |
| 14,588 | Abstain |
| 3,552,752 | Broker Non-Votes |
Rajesh Natarajan
| 33,998,473 | For |
|---|---|
| 281,302 | Against |
| 8,658 | Abstain |
| 3,552,752 | Broker Non-Votes |
Joyce St. Clair
| 34,261,613 | For |
|---|---|
| 19,165 | Against |
| 7,655 | Abstain |
| 3,552,752 | Broker Non-Votes |
Timothy J. Theriault
| 34,141,303 | For |
|---|---|
| 139,063 | Against |
| 8,067 | Abstain |
| 3,552,752 | Broker Non-Votes |
Laurie A. Tucker
| 33,855,221 | For |
|---|---|
| 425,581 | Against |
| 7,631 | Abstain |
| 3,552,752 | Broker Non-Votes |
Sharen J. Turney
| 33,874,190 | For |
|---|---|
| 406,562 | Against |
| 7,681 | Abstain |
| 3,552,752 | Broker Non-Votes |
Roger H. Ballou, who has been a director of the Company since 2001, did not stand for re-election and retired from our Board of Directors effective May 19, 2026.
(b) Proposal 2: Executive compensation was approved, on an advisory basis, by the Company’s stockholders.
| 31,508,096 | For |
|---|---|
| 2,754,478 | Against |
| 25,859 | Abstain |
| 3,552,752 | Broker Non-Votes |
(c) Proposal 3: The 2026 Employee Stock Purchase Plan, was approved by the Company’s stockholders.
| 34,219,041 | For |
|---|---|
| 55,969 | Against |
| 13,423 | Abstain |
| 3,552,752 | Broker Non-Votes |
(d) Proposal 4: The selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2026 was ratified by the Company’s stockholders.
| 36,998,194 | For |
|---|---|
| 822,956 | Against |
| 20,035 | Abstain |
| 0 | Broker Non-Votes |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Document Description |
|---|---|
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Bread Financial Holdings, Inc. | ||
|---|---|---|
| Date: May 22, 2026 | By: | /s/ Joseph L. Motes III |
| Joseph L. Motes III<br>Executive Vice President, Chief <br>Administrative Officer, General <br>Counsel and Secretary |