Brighthouse Financial : Notice of 2025 Annual Meeting and Proxy Statement
BHF
Notice of 2025 Annual Meeting and Proxy Statement
Brighthouse
FI N A NC IA L°
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 2023 admitted assets. Best's Review®: Top 200 U.S. Life/Health Insurers. AM Best, 2024.
Notice of Annual Meeting of Stockholders i
On behalf of the Board of Directors, I am honored to invite you to attend the 2025 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 14, 2025 (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.
Thursday, June 12, 2025, at 8:00 a.m., Eastern Time
https://www.virtualshareholdermeeting.com/BHF2025
At the Annual Meeting, stockholders will consider and vote on the following matters:
Proposal 1: Election of nine (9) Directors to each serve a one-year term ending at the 2026 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 2025;
Proposal 3: Advisory vote to approve the compensation paid to Brighthouse Financial's Named Executive Officers;
Proposal 4: Approval of the Amended and Restated Brighthouse Financial, Inc. 2017 Stock and Incentive Compensation 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 and "FOR" Proposals 2, 3, and 4. Information about the matters to be acted upon at the Annual Meeting is contained in the accompanying Proxy Statement.
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 11, 2025.
Telephone
Please call 1-800-690-6903 to submit a proxy to vote your shares until 11:59 p.m., Eastern Time, on Wednesday, June 11, 2025.
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.
2025 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 virtually and cast your vote at https://www.virtualshareholdermeeting.com/BHF2025.
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 14, 2025, 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 29, 2025
Important Notice Regarding the Availability of Proxy Materials
for the Annual Meeting of Stockholders to be Held on June 12, 2025, at 8:00 a.m., Eastern Time
The accompanying Proxy Statement, our 2024 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 | 2025 Proxy Statement
Chairman's Letter to Our Stockholders iii
Dear Fellow Stockholders:
On behalf of the Board of Directors, I would like to thank you for your continued support of Brighthouse Financial and your ongoing trust in us to oversee the Company on your behalf. It is my pleasure to present Brighthouse Financial's 2025 Proxy Statement and cordially invite you to our 2025 Annual Meeting of Stockholders.
2024 was a mixed year for Brighthouse Financial. While management continued to successfully execute its strategy to grow the long-term value of the Company, and the state of the Company remained strong, the Company also experienced some challenges and reported disappointing statutory results.
The Company's accomplishments in 2024 included maintaining a robust level of holding company liquid assets; continuing to return capital to our stockholders through repurchasing our common stock; delivering record sales of both its Shield® Level Annuities Product Suite ("Shield") and life insurance; launching new product updates and enhancements; receiving the first deposits from BlackRock's LifePath Paycheck™, BlackRock's retirement solution for defined contribution plans for which Brighthouse Financial is one of two annuity providers; and operating at the lowest level of full-year corporate expenses since Brighthouse Financial became an independent, publicly traded company in 2017.
Despite these accomplishments, the Company also delivered statutory results that did not meet its expectations, including a normalized statutory loss that was significantly below plan. While the Company achieved record Shield sales, the growth of its Shield block of business contributed to a strain on statutory results and increased the complexity of the Company's hedging program. The Company has made significant progress on several strategic initiatives designed to improve capital efficiency, unlock capital, and remain within its target combined risk-based capital ("RBC") ratio range in normal market conditions. These initiatives include simplifying its variable annuity and Shield hedging strategy, and as of the end of 2024, the Company has fully transitioned to hedging Shield annuity new business on a standalone basis. The Board is pleased with the Company's progress on its strategic initiatives and is focused on Brighthouse Financial's financial strategy to maintain its strong financial and capital position.
I would now like to share with you some highlights of the Board's work in 2024 and our key priorities for 2025.
Strategy and risk oversight. One of the Board's most important responsibilities is to oversee Brighthouse Financial's strategy to deliver long-term value for our stockholders. As the Company faces evolving challenges, we remain focused on overseeing the Company's management of its risks and opportunities. Every year we engage with management in a robust strategic review. In 2024, we discussed Brighthouse Financial's financial strategy; product and distribution strategy, including the competitive landscape; operations and technology platform, including management of cybersecurity risks; human capital management and succession planning; and investment strategy. A key area of oversight, on which we continue to focus, is the Company's execution of its strategic initiatives, including the Company's hedging strategy, reinsurance transactions, and other initiatives that aim to strengthen our statutory capital and deliver positive financial results. For more information on the Board's oversight of the Company, see "Board Oversight of Strategy" and "Risk Oversight" in this Proxy Statement.
2025 Proxy Statement | Brighthouse Financial
Disclaimer
Brighthouse Financial Inc. published this content on April 29, 2025, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on April 29, 2025 at 11:57 UTC.