EQUITABLE HOLDINGS, INC. : Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders (form 8-K)

Published: 2022-05-20 16:07:06 ET EQH

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

As described under Item 5.07 of this report, on May 19, 2022, the Company held its Annual Meeting of Stockholders (the "Annual Meeting"). At the Annual Meeting, the stockholders of the Company voted to approve amendments to the Company's Amended and Restated Certificate of Incorporation to remove supermajority voting requirements and references to the AXA Shareholder Agreement and other obsolete provisions (the "Amendments"). The material terms of the Amendments are summarized under the headings "Proposal No. 4" in the Company's definitive proxy statement on Schedule 14A, filed with the U.S. Securities and Exchange Commission (the "SEC") on April 6, 2022 (the "Definitive Proxy Statement"). In connection with the foregoing, and as described in the Definitive Proxy Statement, the Board also approved the corresponding amendments (the "By-Law Amendments") to the Company's Fourth Amended and Restated By-Laws.

The full text of the Second Amended and Restated Certificate of Incorporation and Fifth Amended and Restated By-Laws are attached as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference in this Item 5.03.

On May 19, 2022, following the Annual Meeting, the Company filed the Second Amended and Restated Certificate of Incorporation giving effect to the Amendments with the Secretary of State of the State of Delaware. The Fifth Amended and Restated By-Laws and all corresponding By-Law Amendments became effective thereafter.

Item 5.07 Submission of Matters to a Vote of Security Holders.

At the Annual Meeting, four proposals were submitted to the Company's stockholders. The proposals are described in more detail in the Definitive Proxy Statement. The final voting results are as follows:

Proposal 2: The Company's stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for fiscal year 2022. The voting results are set forth below:

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 330,277,404 14,768,402 132,435 11,508,387

Proposal 4: The Company's stockholders approved amendments to the Company's Amended and Restated Certificate of Incorporation to remove supermajority voting requirements and references to the AXA Shareholder Agreement and other obsolete provisions. The voting results are set forth below:

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