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  4. [8-K] BREAD FINANCIAL HOLDINGS, INC. Reports Material Event

Shareholders back directors and pay plan at Bread Financial (NYSE: BFH)

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Bread Financial Holdings, Inc. reported the results of its 2026 annual stockholder meeting, held in a virtual-only format. Stockholders representing 37,841,186 common shares, or about 91.35% of shares outstanding as of March 25, 2026, were present or represented by proxy.

Nine directors, including Ralph J. Andretta and John J. Fawcett, were elected to serve until the 2027 annual meeting. Long‑time director Roger H. Ballou retired from the board effective May 19, 2026.

Stockholders approved executive compensation on an advisory basis, adopted the 2026 Employee Stock Purchase Plan, and ratified Deloitte & Touche LLP as the independent registered public accounting firm for 2026.

Positive

  • None.

Negative

  • None.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Shares represented at meeting 37,841,186 shares Present or by proxy at 2026 annual meeting
Meeting participation rate 91.35% Percentage of shares outstanding as of March 25, 2026
Say-on-pay votes for 31,508,096 votes Advisory approval of executive compensation
Say-on-pay votes against 2,754,478 votes Advisory approval of executive compensation
ESPP approval votes for 34,219,041 votes Approval of 2026 Employee Stock Purchase Plan
Auditor ratification votes for 36,998,194 votes Ratification of Deloitte & Touche LLP for 2026
virtual-only format regulatory
"held its 2026 annual meeting of stockholders (the “Annual Meeting”) in a virtual-only format."
An event or meeting held entirely online with no physical location, where participants join via video or web platforms much like choosing a video call instead of meeting in a conference room. For investors this matters because it changes how shareholders access information, ask questions, and cast votes—potentially increasing convenience and lowering costs but also raising concerns about technical access, participation fairness, and the transparency of interactions.
broker non-votes financial
"7,681 | Abstain 3,552,752 | Broker Non-Votes"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
executive compensation financial
"Proposal 2: Executive compensation was approved, on an advisory basis, by the Company’s stockholders."
Payments and benefits given to a company's top leaders — including base salary, cash bonuses, stock awards, options and retirement or perquisites — designed to compensate and motivate them. Investors care because these packages affect a company’s costs, influence executives’ decisions and signal how well management’s interests line up with shareholders’; like a captain’s contract, the structure of pay can encourage safe navigation toward long-term gains or risky short-term moves that hurt returns.
Employee Stock Purchase Plan financial
"Proposal 3: The 2026 Employee Stock Purchase Plan, was approved by the Company’s stockholders."
An employee stock purchase plan is a company program that lets workers buy shares through small payroll deductions, often at a discount to the market price and after a set offering period. Think of it like a workplace savings plan that turns into ownership: it encourages employees to share in the company’s success and can create predictable buying or selling of stock that investors watch because it affects supply, demand and employee incentives.
independent registered public accounting firm regulatory
"The selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2026 was ratified"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
Understanding 8-K Material Events →
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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):
May 19, 2026
Image_0.jpg
BREAD FINANCIAL HOLDINGS, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware001-1574931-1429215
(State or Other Jurisdiction
of Incorporation)		(Commission
File Number)		(IRS Employer
Identification No.)
3095 LOYALTY CIRCLE
COLUMBUS, Ohio 43219
(Address and Zip Code of Principal Executive Offices)
(614) 729-4000
(Registrant’s Telephone Number, including Area Code)
NOT APPLICABLE
(Former name or former address, if changed since last report)☐
Check the appropriate box below if the Form 8-K 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
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading symbolName of each exchange on which registered
Common Stock, par value $0.01 per shareBFHNYSE
Depositary Shares, Each Representing a 1/40th Interest in a Share of 8.625% Non-Cumulative Perpetual Preferred Stock, Series ABFH PrANYSE
Depositary Shares, Each Representing a 1/40th Interest in a Share of 8.875% Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock, Series BBFH PrBNYSE
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.

On May 19, 2026, Bread Financial Holdings, Inc. (the “Company”) held its 2026 annual meeting of stockholders (the “Annual Meeting”) in a virtual-only format. A total of 37,841,186 shares of the Company’s common stock were present or represented by proxy at the Annual Meeting, representing approximately 91.35% of the Company’s shares outstanding as of March 25, 2026, the record date set for the Annual Meeting. The matters voted on at the Annual Meeting and the results for each matter were as follows:

(a) Proposal 1: Each of Ralph J. Andretta, John J. Fawcett, John C. Gerspach, Jr., Praniti Lakhwara, Rajesh Natarajan, Joyce St. Clair, Timothy J. Theriault, Laurie A. Tucker and Sharen J. Turney was elected as a director of the Company to serve until the 2027 annual meeting of stockholders.

Ralph J. Andretta
34,147,196For
133,556Against
7,681Abstain
3,552,752Broker Non-Votes

John J. Fawcett
34,218,396For
62,228Against


7,809Abstain
3,552,752Broker Non-Votes


John C. Gerspach, Jr.
34,024,883For
255,432Against
8,118Abstain
3,552,752Broker Non-Votes


Praniti Lakhwara
34,241,651For
32,194Against
14,588Abstain
3,552,752Broker Non-Votes


Rajesh Natarajan
33,998,473For
281,302Against
8,658Abstain
3,552,752Broker Non-Votes


Joyce St. Clair
34,261,613For
19,165Against
7,655Abstain
3,552,752Broker Non-Votes

Timothy J. Theriault
34,141,303For
139,063Against
8,067Abstain
3,552,752Broker Non-Votes


Laurie A. Tucker
33,855,221For
425,581Against
7,631Abstain
3,552,752Broker Non-Votes





Sharen J. Turney
33,874,190For
406,562Against
7,681Abstain
3,552,752Broker Non-Votes

Roger H. Ballou, who has been a director of the Company since 2001, did not stand for re-election and retired from our Board of Directors effective May 19, 2026.

(b) Proposal 2: Executive compensation was approved, on an advisory basis, by the Company’s stockholders.
31,508,096For
2,754,478Against
25,859Abstain
3,552,752Broker Non-Votes

(c) Proposal 3: The 2026 Employee Stock Purchase Plan, was approved by the Company’s stockholders.
34,219,041For
55,969Against
13,423Abstain
3,552,752Broker Non-Votes

(d) Proposal 4: The selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2026 was ratified by the Company’s stockholders.
36,998,194For
822,956Against
20,035Abstain
0Broker Non-Votes





Item 9.01 Financial Statements and Exhibits.
(d) Exhibits

Exhibit No.Document Description
104Cover Page Interactive Data File (embedded within the Inline XBRL document).


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 hereunto duly authorized.
Bread Financial Holdings, Inc.
Date: May 22, 2026By:/s/ Joseph L. Motes III
Joseph L. Motes III
Executive Vice President, Chief
Administrative Officer, General
Counsel and Secretary

Source: View Original Filing on SEC EDGAR

FAQ

What did Bread Financial (BFH-PB) report from its 2026 annual meeting?

Bread Financial reported voting results from its 2026 annual meeting. Shareholders elected nine directors, approved executive compensation, adopted the 2026 Employee Stock Purchase Plan, and ratified Deloitte & Touche LLP as independent auditor for 2026.

How many Bread Financial shares were represented at the 2026 annual meeting?

A total of 37,841,186 Bread Financial common shares were present or represented by proxy. This represented approximately 91.35% of shares outstanding as of March 25, 2026, the record date for the annual meeting.

Were Bread Financial’s director nominees elected at the 2026 annual meeting?

Yes, all nine named director nominees were elected to serve until the 2027 annual meeting. Each director, including Ralph J. Andretta and Laurie A. Tucker, received a substantial majority of votes cast in favor, with additional broker non-votes recorded.

Did Bread Financial stockholders approve executive compensation in 2026?

Yes. Stockholders approved executive compensation on an advisory basis, with 31,508,096 votes for, 2,754,478 against, and 25,859 abstentions. There were 3,552,752 broker non-votes recorded on this say-on-pay proposal.

What happened to Bread Financial’s 2026 Employee Stock Purchase Plan proposal?

Stockholders approved the 2026 Employee Stock Purchase Plan. The proposal received 34,219,041 votes for, 55,969 against, and 13,423 abstentions, along with 3,552,752 broker non-votes reported in the voting results.

Which audit firm did Bread Financial stockholders ratify for 2026?

Stockholders ratified Deloitte & Touche LLP as Bread Financial’s independent registered public accounting firm for 2026. The ratification received 36,998,194 votes for, 822,956 against, and 20,035 abstentions, with no broker non-votes reported.

Were there any Bread Financial board changes announced at the 2026 meeting?

Yes. Director Roger H. Ballou, who had served since 2001, did not stand for re-election. He retired from the Bread Financial board of directors effective May 19, 2026, the date of the annual meeting.

Filing Exhibits & Attachments

4 documents

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