Brighthouse Financial : Notice of 2024 Annual Meeting and Proxy Statement
BHF
We are on a mission to help people achieve financial security.
As one of the largest providers of annuities and life insurance in the U.S.,1
we specialize in products designed to help people protect what they've earned and ensure it lasts. We are built on a foundation of experience and knowledge, which allows us to keep our promises and provide the value they deserve.
1 Ranked by 2022 admitted assets. Best's Review®: Top 200 U.S. Life/Health Insurers. AM Best, 2023.
Notice of Annual Meeting of Stockholders i
On behalf of the Board of Directors, I am honored to invite you to attend the 2024 Annual Meeting of Stockholders (the "Annual Meeting") of Brighthouse Financial, Inc. ("Brighthouse Financial" or the "Company").
Brighthouse Financial® will hold its Annual Meeting solely by means of remote communication via the internet (a "virtual meeting"). All stockholders as of April 8, 2024 (the "Record Date") will be able to attend, vote, and participate in the meeting by remote communication. For additional information about participating in the Annual Meeting, see "Attending the Annual Meeting" in the accompanying Proxy Statement.
Date and Time
Thursday, June 6, 2024, at 8:00 a.m., Eastern Time
Meeting Website
https://www.virtualshareholdermeeting.com/BHF2024
Agenda
At the Annual Meeting, stockholders will consider and vote on the following matters:
Proposal 1: Election of nine (9) Directors to serve a one-year term ending at the 2025 Annual Meeting of Stockholders;
Proposal 2: Ratification of the appointment of Deloitte & Touche LLP as Brighthouse Financial's independent registered public accounting firm for fiscal year 2024;
Proposal 3: Advisory vote to approve the compensation paid to Brighthouse Financial's Named Executive Officers;
Proposal 4: Advisory vote on the frequency of future advisory votes to approve the compensation paid to Brighthouse Financial's Named Executive Officers;
Proposal 5: Approval of the amended and restated Brighthouse Financial, Inc. Employee Stock Purchase Plan; and
Any such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.
Our Board of Directors recommends that you vote "FOR" the election of each of the nominees named in Proposal 1; "FOR" Proposals 2, 3, and 5; and for a frequency of "ONE YEAR" for future advisory votes to approve compensation paid to Brighthouse Financial's Named Executive Officers for Proposal 4. Information about the matters to be acted upon at the Annual Meeting is contained in the accompanying Proxy Statement.
Voting Your Shares
Stockholders of record who hold shares of Brighthouse Financial common stock, par value $0.01 per share ("shares"), as of the close of business on the Record Date are entitled to vote at the Annual Meeting.
You may submit a proxy to vote your shares in advance of the Annual Meeting by any of the following means:
Internet
Please log on to https://www.ProxyVote.com and submit a proxy to vote your shares by 11:59 p.m., Eastern Time, on Wednesday, June 5, 2024.
Telephone
Please call 1-800-690-6903 until 11:59 p.m., Eastern Time, on Wednesday, June 5, 2024.
If you received printed copies of the proxy materials and prefer to submit a proxy to vote your shares by mail, please complete, sign, date, and return your proxy card by mail so that it is received by Brighthouse Financial, Inc., c/o Broadridge Financial Solutions, Inc., prior to the Annual Meeting.
2024 Proxy Statement | Brighthouse Financial
ii Notice of Annual Meeting of Stockholders
You may also attend and vote at the Annual Meeting.
Annual Meeting
You may attend the Annual Meeting and cast your vote at https://www.virtualshareholdermeeting.com/BHF2024.
Beneficial owners whose shares are held at a brokerage firm, or by a bank or other nominee, should follow the voting instructions that they received from the nominee (see information in the Proxy Statement under "Beneficial Owners or Holders in Street Name"). Participants in retirement and savings plans should refer to the voting instructions in the Proxy Statement under "Voting by Participants in Retirement Plan."
This notice is being delivered to the holders of shares as of the close of business on April 8, 2024, the record date fixed by the Board of Directors for the purposes of determining the Brighthouse Financial stockholders entitled to receive notice of, and to vote at, the Annual Meeting, and constitutes notice of the Annual Meeting under Delaware law.
By Order of the Board of Directors,
Jacob M. Jenkelowitz Corporate Secretary Charlotte, North Carolina
April 18, 2024
Important Notice Regarding the Availability of Proxy Materials
for the Annual Meeting of Stockholders to be Held on June 6, 2024, at 8:00 a.m., Eastern Time
The accompanying Proxy Statement, our 2023 Annual Report to Stockholders, and additional information about our Annual Meeting are available at https://http://investor.brighthousefinancial.com by selecting the appropriate link under "Financial Information" or "News & Events."
Brighthouse Financial | 2024 Proxy Statement
Chairman's Letter to Our Stockholders iii
On behalf of the Board of Directors, I want to thank you for your continued support of, and investment in, Brighthouse Financial, Inc. (the "Company" or "Brighthouse Financial"). I am pleased to present Brighthouse Financial's 2024 Proxy Statement and cordially invite you to our 2024 Annual Meeting of Stockholders. We are honored to serve as your Board of Directors, and we are thankful for your continued trust in us to oversee the Company on your behalf.
The Board is proud of the progress that Brighthouse Financial made in 2023, as management continues to execute its strategy and deliver on the Company's mission to help people achieve financial security. Among its significant accomplishments, Brighthouse Financial maintained balance sheet strength and robust liquidity; returned additional capital to stockholders; delivered strong sales results, including record sales of its flagship Shield® Level Annuities; expanded and strengthened its suite of annuity and life insurance products; and managed its expenses with discipline. For more information on these and other 2023 highlights, please see the accompanying Proxy Statement.
I am now pleased to share with you some highlights of the Board's work in 2023 and our key priorities for 2024.
Board Composition and Refreshment. In April 2024, we elected two new members of our Board: Michael J. ("Mike") Inserra and Lizabeth H. Zlatkus. Mike and Lizabeth each bring valuable experience in the insurance and financial services industries, along with strong leadership skills, financial expertise, and deep knowledge of operations and risk management. We look forward to their contributions to the Board. Their election was the result of a rigorous process that reflects the care and deliberation with which we approach Board composition. We regularly assess the Board's composition to ensure that our Directors possess the necessary skills and experience to effectively oversee Brighthouse Financial's strategy and risks - both now and in the future.
Oversight of Strategy and Risk. One of the Board's most important responsibilities is to oversee Brighthouse Financial's strategy to grow the Company and deliver sustainable, long-term value for our stockholders. The centerpiece of our Board calendar is our annual strategy review. Over the course of several meetings, we engaged with management on its strategy, including sales, marketing, and distribution; product development; human capital management, including maintaining the Company's strong culture; investment strategy; and technology and operations, including management's activities to provide a superior experience for our distributors and consumers. The annual strategy review culminated in our consideration and approval of the 2024 financial plan. We also remain attuned to the Company's evolving risk landscape and regularly engage with management on key risk topics, among them macroeconomic, market, credit, and liquidity risks; operational risk; third-party risk; and cybersecurity risk. As we look ahead to 2024, we will continue to oversee strategic risks and opportunities, including those related to the macroeconomic environment, the competitive landscape, and artificial intelligence (AI).
Corporate Governance and Stockholder Engagement. The Board regularly assesses the Company's governance policies and practices to ensure that they remain appropriate as the Company evolves over time. Based on that assessment, and in consideration of stockholder feedback received during the Company's robust stockholder engagement program, in 2023 we adopted new practices that reflect our commitment to good corporate governance: a majority voting standard for uncontested director elections and the removal of provisions that required a supermajority vote to amend certain provisions of our Certificate of Incorporation and Bylaws. The Board greatly values the views of our stockholders, and we will continue to engage on topics that are important to them and to the Company, including board composition, governance, compensation practices, human capital management, and activities to drive sustainable growth. For more information on our stockholder engagement program, see "Stockholder Engagement" in the accompanying Proxy Statement.
2024 Proxy Statement | Brighthouse Financial
Disclaimer
Brighthouse Financial Inc. published this content on April 28, 2025, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on April 28, 2025 at 06:49 UTC.