8-K
filed June 13, 2023, 7:59 PM ET
ticker BHF
CIK 0001685040
other
confidence high
sentiment neutral
materiality 0.25
Brighthouse stockholders approve charter amendments removing supermajority vote requirements
Brighthouse Financial, Inc.
- Proposal 4 passed 46,918,207 for vs 138,500 against: removes supermajority voting requirements for charter/bylaw amendments and obsolete director class provisions.
- Proposal 5 passed 42,757,896 for vs 4,256,533 against: limits officer liability as permitted by Delaware law.
- Bylaws amended to require only a majority vote (down from two-thirds) for future bylaw changes, effective June 9, 2023.
- All nine director nominees elected; ratify Deloitte as auditor for FY 2023 (52.6M for, 99K against).
Key facts
Extracted from this filing and checked against the source text.
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Brighthouse Financial, Inc.: Stockholders approved Charter Amendments removing supermajority voting requirements and obsolete provisions related to classes of directors, and limiting liability of certain officers (effective 2023-06-09).
- Change
- charter amendment
- Effective
- 2023-06-09
Exact text from the filing
The Charter Amendments became effective upon the filing of a Certificate of Amendment of the Amended and Restated Certificate of Incorporation (the "Certificate of Amendment") with the Secretary of State of the State of Delaware on June 9, 2023.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Brighthouse Financial, Inc.: Bylaws amended to reduce voting requirement for amendments from two-thirds to at least a majority of outstanding shares (effective 2023-06-09).
- Change
- bylaw amendment
- Effective
- 2023-06-09
Exact text from the filing
The Bylaws were revised to reduce the voting requirement for amendments to the Bylaws to at least a majority of the voting power of all of the outstanding shares entitled to vote thereon, voting together as a single class.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 1.0
Brighthouse Financial, Inc. shareholders approved Approval of Charter Amendments limiting the liability of certain officers as permitted by recent amendments to Delaware law at the 2023-06-08 meeting.
- Proposal
- charter amendment
- Outcome
- passed
- Meeting
- 2023-06-08
Exact text from the filing
Proposal 5 : The Company’s stockholders approved the Charter Amendments limiting the liability of certain officers of the Company, as permitted by recent amendments to Delaware law. The voting results are set forth below: For Against Abstain Broker Non-Vote 42,757,896 4,256,533 84,282 5,670,806
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 1.0
Brighthouse Financial, Inc. shareholders approved Approval of Charter Amendments removing supermajority voting requirements and obsolete provisions related to classes of directors at the 2023-06-08 meeting.
- Proposal
- charter amendment
- Outcome
- passed
- Meeting
- 2023-06-08
Exact text from the filing
Proposal 4 : The Company’s stockholders approved the Charter Amendments removing (i) supermajority voting requirements previously required to amend certain provisions of the Charter and the Bylaws and (ii) obsolete provisions related to classes of directors. The voting results are set forth below: For Against Abstain Broker Non-Vote 46,918,207 138,500 42,004 5,670,806
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 1.0
Brighthouse Financial, Inc. shareholders approved Advisory resolution approving the compensation of the Company's named executive officers at the 2023-06-08 meeting.
- Proposal
- say on pay
- Outcome
- passed
- Meeting
- 2023-06-08
Exact text from the filing
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 44,587,665 2,425,759 85,287 5,670,806
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 1.0
Brighthouse Financial, Inc. shareholders approved Ratification of appointment of Deloitte & Touche LLP as independent registered public accounting firm for fiscal year 2023 at the 2023-06-08 meeting.
- Proposal
- auditor ratification
- Outcome
- passed
- Meeting
- 2023-06-08
Exact text from the filing
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 2023. The voting results are set forth below: 1 For Against Abstain Broker Non-Vote 52,630,171 99,538 39,808 N/A
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 1.0
Brighthouse Financial, Inc. shareholders approved Election of nine director nominees at the 2023-06-08 meeting.
- Proposal
- director election
- Outcome
- passed
- Meeting
- 2023-06-08
Exact text from the filing
Proposal 1 : The Company’s stockholders elected nine director nominees named in the 2023 Proxy Statement to serve a one-year term ending at the Company’s 2024 Annual Meeting of Stockholders. The voting results are set forth below: Director Nominee For Against Abstain Broker Non-Vote Philip V. (“Phil”) Bancroft 45,501,064 1,556,810 40,837 5,670,806 Irene Chang Britt 44,947,164 2,112,962 38,585 5,670,806 C. Edward (“Chuck”) Chaplin 44,954,835 2,103,256 40,620 5,670,806 Stephen C. (“Steve”) Hooley 45,489,147 1,568,383 41,181 5,670,806 Carol D. Juel 45,490,322 1,568,921 39,468 5,670,806 Eileen A. Mallesch 45,144,951 1,914,543 39,217 5,670,806 Diane E. Offereins 44,851,710 2,207,761 39,240 5,670,806 Eric T. Steigerwalt 45,484,169 1,574,031 40,511 5,670,806 Paul M. Wetzel 45,166,667 1,890,638 41,406 5,670,806
View on SEC.gov
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