Brighthouse Financial (BHF) shareholders back board, auditor and Say-on-Pay
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Brighthouse Financial, Inc. held its 2026 Annual Meeting of Stockholders on June 2, 2026, where stockholders voted on three proposals. All nine director nominees listed in the company’s proxy statement were elected to one-year terms ending at the 2027 Annual Meeting, each receiving over 37.4 million votes in favor with relatively few votes against or abstentions.
Stockholders also ratified Deloitte & Touche LLP as the company’s independent registered public accounting firm for fiscal year 2026, with 43,086,381 votes for, 147,967 against and 80,592 abstentions. In addition, stockholders approved the advisory Say-on-Pay resolution on executive compensation, with 37,075,125 votes for, 545,676 against and 177,414 abstentions, alongside 5,516,725 broker non-votes.
Positive
- None.
Negative
- None.
8-K Event Classification
2 items: 5.07, 9.01
2 items
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.
Key Figures
Votes for key director: 37,691,962 votes
Auditor ratification for votes: 43,086,381 votes
Auditor ratification against votes: 147,967 votes
+3 more
6 metrics
Votes for key director
37,691,962 votes
For election of director nominee Eric T. Steigerwalt
Auditor ratification for votes
43,086,381 votes
For ratifying Deloitte & Touche LLP as 2026 auditor
Auditor ratification against votes
147,967 votes
Against ratifying Deloitte & Touche LLP
Say-on-Pay for votes
37,075,125 votes
For advisory approval of executive compensation
Say-on-Pay against votes
545,676 votes
Against advisory Say-on-Pay resolution
Broker non-votes
5,516,725 votes
Broker non-votes on Proposals 1 and 3
Key Terms
Annual Meeting of Stockholders, independent registered public accounting firm, Say-on-Pay, broker non-vote, +1 more
5 terms
Annual Meeting of Stockholders regulatory
"On June 2, 2026, Brighthouse Financial, Inc. held its Annual Meeting of Stockholders"
independent registered public accounting firm regulatory
"ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2026"
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.
Say-on-Pay financial
"approved an advisory resolution approving the compensation of the Company’s named executive officers (the “Say-on-Pay” vote)"
A say-on-pay is a shareholder vote that gives investors a chance to approve or disapprove a company’s executive compensation packages, typically held at annual meetings. It matters because the vote signals investor satisfaction with how leaders are paid—like customers rating how well managers are rewarded—and can push boards to change pay plans, reducing governance risk and affecting investor confidence and stock value even though the vote is usually advisory rather than legally binding.
broker non-vote regulatory
"For Against Abstain Broker Non-Vote 37,075,125 545,676 177,414 5,516,725"
named executive officers financial
"approving the compensation of the Company’s named executive officers (the “Say-on-Pay” vote)"
Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.
UNITED STATES
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): June 3, 2026 (June 2, 2026)
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
(Address of principal executive offices) | (Zip Code) | ||||||||||||||||
Registrant’s telephone number, including area code: (980 ) 365-7100
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol(s) | Name of each exchange on which registered | ||||||
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 June 2, 2026, Brighthouse Financial, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “2026 Annual Meeting”). At the 2026 Annual Meeting, three proposals were submitted to the Company’s stockholders. The proposals are described in more detail in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on April 14, 2026 (the “2026 Proxy Statement”). The final voting results were as follows:
Proposal 1: The Company’s stockholders elected the nine director nominees named in the 2026 Proxy Statement to serve a one-year term ending at the Company’s 2027 Annual Meeting of Stockholders. The voting results are set forth below:
| Director Nominee | For | Against | Abstain | Broker Non-Vote | ||||||||||
| C. Edward (“Chuck”) Chaplin | 37,566,650 | 173,461 | 58,104 | 5,516,725 | ||||||||||
| Stephen C. Hooley | 37,664,393 | 75,801 | 58,021 | 5,516,725 | ||||||||||
Michael J. Inserra | 37,661,290 | 78,860 | 58,065 | 5,516,725 | ||||||||||
| Carol D. Juel | 37,645,131 | 78,814 | 74,270 | 5,516,725 | ||||||||||
| Eileen A. Mallesch | 37,600,089 | 133,864 | 64,262 | 5,516,725 | ||||||||||
| Diane E. Offereins | 37,472,798 | 260,948 | 64,469 | 5,516,725 | ||||||||||
| Eric T. Steigerwalt | 37,691,962 | 46,354 | 59,899 | 5,516,725 | ||||||||||
| Paul M. Wetzel | 37,619,367 | 119,602 | 59,246 | 5,516,725 | ||||||||||
| Lizabeth H. Zlatkus | 37,639,233 | 84,340 | 74,642 | 5,516,725 | ||||||||||
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 2026. The voting results are set forth below:
| For | Against | Abstain | Broker Non-Vote | ||||||||
| 43,086,381 | 147,967 | 80,592 | N/A | ||||||||
Proposal 3: The Company’s stockholders approved an advisory resolution approving the compensation of the Company’s named executive officers (the “Say-on-Pay” vote). The voting results are set forth below:
| For | Against | Abstain | Broker Non-Vote | ||||||||
| 37,075,125 | 545,676 | 177,414 | 5,516,725 | ||||||||
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | ||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | ||||
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| BRIGHTHOUSE FINANCIAL, INC. | |||||||||||
| By: | /s/ Allie Lin | ||||||||||
| Name: Allie Lin | |||||||||||
| Title: Executive Vice President, General Counsel and | |||||||||||
| Corporate Secretary | |||||||||||
Date: June 3, 2026
3
FAQ
What did Brighthouse Financial (BHF) stockholders vote on at the 2026 Annual Meeting?
Stockholders voted on electing nine directors, ratifying Deloitte & Touche LLP as independent auditor for 2026, and approving a non-binding Say-on-Pay resolution on executive compensation. All three proposals received sufficient support to pass at the June 2, 2026 meeting.
Were all Brighthouse Financial (BHF) director nominees elected in 2026?
Yes, all nine director nominees named in the 2026 proxy statement were elected to one-year terms ending at the 2027 Annual Meeting. Each nominee received more than 37.4 million votes for, with relatively small numbers of votes against and abstentions plus broker non-votes recorded.
Did Brighthouse Financial (BHF) stockholders approve the 2026 Say-on-Pay proposal?
Yes, stockholders approved the advisory Say-on-Pay resolution on executive compensation. The vote totals were 37,075,125 for, 545,676 against, and 177,414 abstentions, with 5,516,725 broker non-votes. This indicates support for the compensation of the company’s named executive officers.
Who is Brighthouse Financial’s (BHF) independent auditor for fiscal year 2026?
Stockholders ratified Deloitte & Touche LLP as Brighthouse Financial’s independent registered public accounting firm for fiscal year 2026. The ratification received 43,086,381 votes for, 147,967 votes against and 80,592 abstentions, with no broker non-votes reported for this proposal.
How many broker non-votes were recorded at Brighthouse Financial’s 2026 Annual Meeting?
For Proposals 1 and 3, there were 5,516,725 broker non-votes. Broker non-votes arose in the director elections and the Say-on-Pay advisory vote, while Proposal 2, the auditor ratification, showed no broker non-vote category in the reported results.
When was Brighthouse Financial’s 2026 Annual Meeting of Stockholders held?
The 2026 Annual Meeting of Stockholders for Brighthouse Financial, Inc. was held on June 2, 2026. At this meeting, stockholders voted on director elections, the ratification of Deloitte & Touche LLP as auditor, and the advisory Say-on-Pay proposal on executive compensation.