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F&G Annuities (NYSE: FG) 2026 meeting backs directors, pay and auditor

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

Rhea-AI Filing Summary

F&G Annuities & Life, Inc. held its Annual Meeting of Shareholders on June 24, 2026. As of the April 27, 2026 record date, 132,889,653 shares of common stock were outstanding and entitled to vote, and a quorum was present.

Shareholders elected three Class I directors to terms running until the 2029 annual meeting. John D. Rood received 113,646,889 votes for, Michael J. Nolan received 114,395,900 votes for, and J. Douglas Martinez received 121,516,937 votes for.

Shareholders also approved, on a non-binding advisory basis, the compensation of named executive officers, with 119,448,973 votes for and 3,813,140 against. In addition, they ratified the appointment of Ernst & Young LLP as independent registered public accounting firm for 2026, with 128,066,731 votes for and 51,901 against.

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.
Shares entitled to vote 132,889,653 shares Common stock outstanding as of April 27, 2026 record date
Votes for J. Douglas Martinez 121,516,937 votes Election as Class I director until 2029
Votes for say-on-pay 119,448,973 votes Non-binding advisory resolution on executive compensation
Votes against say-on-pay 3,813,140 votes Non-binding advisory resolution on executive compensation
Votes for auditor ratification 128,066,731 votes Ratification of Ernst & Young LLP for 2026 fiscal year
Votes against auditor ratification 51,901 votes Ratification of Ernst & Young LLP for 2026 fiscal year
non-binding advisory resolution financial
"To approve a non-binding advisory resolution on the compensation paid to our named executive officers"
A non-binding advisory resolution is a shareholder vote that expresses investors’ opinion or recommendation but does not legally force the company to act. Think of it like a public survey: management can ignore it, but a strong vote for or against signals investor sentiment, can sway board behavior or policy decisions, and may influence market perception and future, potentially binding, actions.
broker non-votes regulatory
"FOR | AGAINST | ABSTAIN | BROKER NON-VOTES 119,448,973 | 3,813,140 | 61,199 | 4,824,539"
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.
independent registered public accounting firm regulatory
"Ratification and appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the 2026 fiscal year"
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.
Emerging growth company regulatory
"Emerging growth company The F&G Annuities & Life, Inc."
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
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FAQ

What was voted on at F&G (FG) 2026 annual shareholder meeting?

Shareholders voted on electing three Class I directors, approving a non-binding advisory resolution on executive compensation, and ratifying Ernst & Young LLP as the independent registered public accounting firm for the 2026 fiscal year. All three proposals received sufficient support to pass.

How many F&G (FG) shares were entitled to vote at the 2026 meeting?

A total of 132,889,653 F&G common shares were outstanding and entitled to vote as of the April 27, 2026 record date. This figure sets the base for quorum determination and helps investors gauge participation in the director, pay, and auditor votes.

Were F&G (FG) directors re-elected at the 2026 annual meeting?

Yes, three Class I directors—John D. Rood, Michael J. Nolan, and J. Douglas Martinez—were elected to serve until the 2029 annual meeting. Each received a substantial majority of votes cast for their election, with broker non-votes reported separately from for and withheld votes.

Did F&G (FG) shareholders approve executive compensation in 2026?

Shareholders approved the non-binding advisory resolution on compensation for named executive officers, with 119,448,973 votes for, 3,813,140 against, and 61,199 abstentions. There were also 4,824,539 broker non-votes. This indicates broad but advisory-only support for the current pay practices.

Which audit firm did F&G (FG) shareholders ratify for fiscal 2026?

Shareholders ratified Ernst & Young LLP as F&G’s independent registered public accounting firm for the 2026 fiscal year. The vote was strongly in favor, with 128,066,731 votes for, 51,901 against, and 29,219 abstentions, confirming continued use of the same audit firm.

Were there broker non-votes in F&G (FG) 2026 governance items?

Yes, broker non-votes were reported on the director elections and the advisory vote on executive compensation, totaling 4,824,539 shares. Broker non-votes occur when brokers lack voting instructions for non-routine items, and they can affect the calculation of support percentages.
0001934850false00019348502026-06-242026-06-240001934850us-gaap:CommonStockMember2026-06-242026-06-240001934850fg:A7.950SeniorNotesDue2053Member2026-06-242026-06-240001934850fg:A7.300JuniorSubordinatedNotesDue2065Member2026-06-242026-06-24

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 24, 2026
F&G Annuities & Life, Inc. 
(Exact Name of Registrant as Specified in its Charter)
001-41490
(Commission File Number)
Delaware
85-2487422
(State or Other Jurisdiction of 
Incorporation)
(IRS Employer Identification No.)
801 Grand Avenue, Suite 2600
Des Moines, Iowa 50309
(Address of Principal Executive Offices)
(866) 846-4660
(Registrant’s Telephone Number, Including Area Code)
(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:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
Trading Symbol
Name of Each Exchange on Which Registered
F&G Common Stock, $0.001 par value
FG
New York Stock Exchange
7.950% Senior Notes due 2053
FGN
New York Stock Exchange
7.300% Junior Subordinated Notes due 2065
FGSN
New York Stock Exchange
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
The F&G Annuities & Life, Inc. (the “Company”) Annual Meeting of Shareholders (the “Annual Meeting”) was held June 24, 2026. As of April 27, 2026, the record date for the Annual Meeting, 132,889,653 shares of common stock of the Company were outstanding and entitled to vote. A quorum of shares of common stock were present or represented at the Annual Meeting. The number of votes cast for, against or withheld, as well as abstentions, if applicable, with respect to each proposal is set out below:


1. Elect three Class I directors to serve until the 2029 Annual Meeting of Shareholders or until their successors are duly elected and qualified or their earlier death, resignation or removal
FOR
WITHHELD
BROKER NON-VOTES
John D. Rood
113,646,889
9,676,423
4,824,539
Michael J. Nolan
114,395,900
8,927,412
4,824,539
J. Douglas Martinez
121,516,937
1,806,375
4,824,539

Directors whose term of office as a director continued after the meeting are as follows:

Class II (term expires at the 2027 Annual Shareholders Meeting): Douglas K. Ammerman, Celina J. Wang Doka and Raymond R. Quirk

Class III (term expires at the 2028 Annual Shareholders Meeting): Christopher O. Blunt and William P. Foley, II

2. To approve a non-binding advisory resolution on the compensation paid to our named executive officers


FOR
AGAINST
ABSTAIN
BROKER NON-VOTES
119,448,973
3,813,140
61,199
4,824,539


3. Ratification and appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the 2026 fiscal year


FOR
AGAINST
ABSTAIN
128,066,731
51,901
29,219





SIGNATURE
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.
F&G Annuities & Life, Inc.
Date: June 25, 2026
By:
/s/ Michael L. Gravelle
Name:
Michael L. Gravelle
Title:
Executive Vice President, General Counsel and Corporate Secretary

Filing Exhibits & Attachments

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