8-K
Corebridge Financial, Inc. (CRBG)
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 25, 2024 (June 21, 2024)
Corebridge Financial, Inc.
(Exact name of Registrant as Specified in Its Charter)
| Delaware | 001-41504 | 95-4715639 |
|---|---|---|
| (State or Other Jurisdiction<br><br> <br>of Incorporation) | (Commission File Number) | (IRS Employer<br><br> <br>Identification No.) |
| 2919 Allen Parkway, Woodson Tower, | ||
| --- | --- | |
| Houston,Texas | 77019 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s Telephone Number, Including Area Code: 1-877-375-2422
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:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | 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<br><br> <br>Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock | CRBG | New York Stock Exchange |
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. |
|---|
The 2024 annual meeting of stockholders (“2024 Annual Meeting”) of Corebridge Financial, Inc. (the “Company”) was held on June 21, 2024, via live webcast, for the following purposes: (i) to elect directors to hold office until the Company’s 2025 annual meeting of stockholders and until their respective successors are duly elected and qualified; (ii) to hold a non-binding advisory vote on the 2023 compensation of the Company’s named executive officers; and (iii) to ratify the appointment of PricewaterhouseCoopers LLP, an independent registered public accounting firm, as the Company’s auditor for the year ending December 31, 2024. For more information about the foregoing proposals, see the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission (“SEC”) on April 29, 2024, and the proxy supplement filed with the SEC on June 12, 2024 (collectively, the “Proxy Statement”).
At the close of business on April 23, 2024, the record date for the 2024 Annual Meeting, there were 612,215,008 shares of Company common stock issued, outstanding and entitled to vote at the 2024 Annual Meeting. Proxies for the 2024 Annual Meeting were solicited by the Company’s Board of Directors pursuant to Regulation 14A under the Securities Exchange Act of 1934 (as amended).
Vote Results – Election of Directors
Each of the 12 nominees for director was duly elected by Company stockholders, with votes as follows:
| Nominee | Shares For | Shares Against | Shares Abstained | Broker Non-Votes |
|---|---|---|---|---|
| Chris Banthin | 433,249,848 | 62,554,122 | 62,023,007 | 23,549,619 |
| Adam Burk | 433,325,792 | 62,477,158 | 62,024,027 | 23,549,619 |
| Alan Colberg | 469,862,377 | 25,971,161 | 61,993,439 | 23,549,619 |
| Rose Marie Glazer | 431,841,540 | 63,967,980 | 62,017,457 | 23,549,619 |
| Jonathan Gray | 423,567,464 | 72,266,481 | 61,993,032 | 23,549,619 |
| Kevin Hogan | 445,302,841 | 50,532,099 | 61,992,037 | 23,549,619 |
| Deborah Leone | 494,672,333 | 1,155,598 | 61,999,046 | 23,549,619 |
| Christopher Lynch | 482,027,210 | 13,806,651 | 61,993,116 | 23,549,619 |
| Sabra Purtill | 433,259,272 | 62,535,571 | 62,032,134 | 23,549,619 |
| Amy Schioldager | 482,023,545 | 13,810,469 | 61,992,963 | 23,549,619 |
| Mia Tarpey | 433,332,226 | 62,477,617 | 62,017,134 | 23,549,619 |
| Peter Zaffino | 423,290,212 | 72,455,681 | 62,081,084 | 23,549,619 |
Vote Results – “Say-on-Pay” Vote
With respect to the non-binding advisory vote on the 2023 compensation of the Company’s named executive officers, as disclosed in the Company’s Proxy Statement, the compensation of the Company’s named executive officers was approved by the Company’s stockholders by the following vote:
| Shares For | Shares Against | Shares Abstained | Broker Non-Votes |
|---|---|---|---|
| 491,375,519 | 4,443,071 | 62,008,387 | 23,549,619 |
Vote Results - Ratification of Auditors
The appointment of PricewaterhouseCoopers LLP, an independent registered public accounting firm, as the Company’s auditor for the year ending December 31, 2024, was ratified by the Company’s stockholders, with votes as follows:
| Shares For | Shares Against | Shares Abstained | Broker Non-Votes |
|---|---|---|---|
| 519,086,602 | 281,415 | 62,008,579 | 0 |
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 thereunto duly authorized.
| Corebridge Financial, Inc. | ||||
|---|---|---|---|---|
| Date: | June 25, 2024 | By: | /s/ Christine Nixon | |
| Name: | Christine Nixon | |||
| Title: | Executive Vice President and General Counsel |