Brighthouse Financial, Inc. files DEF 14A with SEC

Ticker: BHFAO · Form: DEF 14A · Filed: Apr 18, 2024 · CIK: 1685040

Brighthouse Financial, Inc. DEF 14A Filing Summary
FieldDetail
CompanyBrighthouse Financial, Inc. (BHFAO)
Form TypeDEF 14A
Filed DateApr 18, 2024
Risk Levellow
Pages14
Reading Time17 min
Key Dollar Amounts$0.01, $1.3 billion, $6.3 billion, $233 m, $250 million
Sentimentneutral

Sentiment: neutral

Topics: DEF 14A, Proxy Statement, Brighthouse Financial, SEC Filing, Corporate Governance

TL;DR

<b>Brighthouse Financial, Inc. has filed a DEF 14A with the SEC, detailing proxy information.</b>

AI Summary

Brighthouse Financial, Inc. (BHFAO) filed a Proxy Statement (DEF 14A) with the SEC on April 18, 2024. Filing type is DEF 14A, indicating a definitive proxy statement. Company is Brighthouse Financial, Inc., Central Index Key 0001685040. Fiscal year ends June 13th. Business and mailing address is 11225 N COMMUNITY HOUSE ROAD, CHARLOTTE, NC 28277. Phone number is 980-365-7100.

Why It Matters

For investors and stakeholders tracking Brighthouse Financial, Inc., this filing contains several important signals. This filing is a standard proxy statement, providing shareholders with information for upcoming meetings and votes. The DEF 14A form is crucial for corporate governance, transparency, and shareholder rights.

Risk Assessment

Risk Level: low — Brighthouse Financial, Inc. shows low risk based on this filing. The filing is a routine DEF 14A, containing standard proxy information with no immediate financial or operational red flags.

Analyst Insight

Review the proxy statement for details on executive compensation, board nominations, and any shareholder proposals.

Key Numbers

  • 2024-06-06 — Conformed Period of Report (DEF 14A)
  • 2024-04-18 — Filed as of Date (DEF 14A)
  • 0613 — Fiscal Year End (Company Data)

Key Players & Entities

  • Brighthouse Financial, Inc. (company) — Filer
  • 0001685040 (company) — Central Index Key
  • 11225 N COMMUNITY HOUSE ROAD (company) — Business Address
  • CHARLOTTE (company) — Business Address City
  • NC (company) — Business Address State
  • 28277 (company) — Business Address Zip
  • 980-365-7100 (company) — Business Phone

FAQ

When did Brighthouse Financial, Inc. file this DEF 14A?

Brighthouse Financial, Inc. filed this Proxy Statement (DEF 14A) with the SEC on April 18, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by Brighthouse Financial, Inc. (BHFAO).

Where can I read the original DEF 14A filing from Brighthouse Financial, Inc.?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by Brighthouse Financial, Inc..

What are the key takeaways from Brighthouse Financial, Inc.'s DEF 14A?

Brighthouse Financial, Inc. filed this DEF 14A on April 18, 2024. Key takeaways: Filing type is DEF 14A, indicating a definitive proxy statement.. Company is Brighthouse Financial, Inc., Central Index Key 0001685040.. Fiscal year ends June 13th..

Is Brighthouse Financial, Inc. a risky investment based on this filing?

Based on this DEF 14A, Brighthouse Financial, Inc. presents a relatively low-risk profile. The filing is a routine DEF 14A, containing standard proxy information with no immediate financial or operational red flags.

What should investors do after reading Brighthouse Financial, Inc.'s DEF 14A?

Review the proxy statement for details on executive compensation, board nominations, and any shareholder proposals. The overall sentiment from this filing is neutral.

How does Brighthouse Financial, Inc. compare to its industry peers?

Brighthouse Financial, Inc. operates in the life insurance industry.

Are there regulatory concerns for Brighthouse Financial, Inc.?

The filing is made under the Securities Exchange Act of 1934.

Industry Context

Brighthouse Financial, Inc. operates in the life insurance industry.

Regulatory Implications

The filing is made under the Securities Exchange Act of 1934.

What Investors Should Do

  1. Review executive compensation details.
  2. Examine board member nominations and qualifications.
  3. Analyze any shareholder proposals and the company's stance.

Year-Over-Year Comparison

This is a DEF 14A filing, which is a standard proxy statement and does not represent a change from previous filings of the same type.

Filing Stats: 4,333 words · 17 min read · ~14 pages · Grade level 16.1 · Accepted 2024-04-18 07:00:51

Key Financial Figures

  • $0.01 — house Financial common stock, par value $0.01 per share (" shares "), as of the close
  • $1.3 billion — 3 with holding company liquid assets of $1.3 billion. Statutory Capital – we ended 2023 wi
  • $6.3 billion — Statutory Capital – we ended 2023 with $6.3 billion of combined statutory total adjusted ca
  • $233 m — , we had a normalized statutory loss of $233 million, as strong core performance in th
  • $250 million — ness. Capital Return – we repurchased $250 million of our common stock in full year 2023,
  • $750 million — stock repurchase authorization of up to $750 million. Ratings – we maintained our operatin
  • $10.6 b — achieved annuity sales of approximately $10.6 billion, exceeding our 2023 target. Total
  • $102 m — surance – our life insurance sales were $102 million, exceeding our 2023 target and in
  • $885 million — trolling corporate expenses, which were $885 million for full year 2023, up only 2% over 202

Filing Documents

Executive Compensation Program Overview

Executive Compensation Program Overview 12 Proposal 1 – Election of nine (9) Directors to serve a one-year term ending at the 2025 Annual Meeting of Stockholders 13 The Board of Directors 18 Board and Corporate Governance Practices 18 Commitment to Effective Corporate Governance 19 Building Our Board of Directors 22 Board Leadership Structure 23 Director Independence 23 Executive Sessions 23 Stockholder Engagement 25 Succession Planning and Talent Management 25 Board Oversight of Our Strategy 25 Risk Oversight 27 Information About Our Board Committees 28 Director Compensation 29 2023 Director Compensation Table 30 Director Stock Ownership Guidelines 30 Codes of Conduct 31 Our Sustainability Journey 33 Proposal 2 – Ratification of the appointment of Deloitte & Touche LLP as Brighthouse Financial's independent registered public accounting firm for fiscal year 2024 34 Fees Paid to Deloitte & Touche LLP 34 Audit Committee Pre-Approval Policy 35 Audit Committee Report 37 Proposal 3 – Advisory vote to approve the compensation paid to Brighthouse Financial's Named Executive Officers 38 Compensation Discussion and Analysis 38 Named Executive Officers 38 CD&A Contents 38 Section 1 – Executive Summary 38 The Brighthouse Financial Story and 2023 Highlights 38 Compensation Philosophy 39 What's New With Our 2023 Compensation Program 39 2023 Say-on-Pay Vote and Stockholder Engagement 40 Compensation Highlights 41 CEO Compensation 41 Planned Changes for 2024 41 Section 2 – 2023 Executive Compensation Program 41 2023 Compensation Planning Process 42 Elements of 2023 Compensation 43 2023 Target Total Direct Compensation 45 2023 Short-Term Incentive Awards 48 2023 Long-Term Incentive Awards 50 2021 PSU Payouts 2024 Proxy Statement| Brighthouse Financial Table of Contents 2 Contents 50 Role of the Compensation an

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management 77 Proposal 4 – Advisory vote on the frequency of future advisory votes to approve the compensation paid to Brighthouse Financial's Named Executive Officers 78 Proposal 5 – Approval of the amended and restated Brighthouse Financial, Inc. Employee Stock Purchase Plan 81 The Annual Meeting, Voting, and Other Information 81 Overview 81 Attending the Annual Meeting 82 Directors' Attendance at the Annual Meeting 82 Shares Outstanding and Holders of Record Entitled to Vote at the Annual Meeting 82 Your Vote is Important 83 Quorum Requirement 83 Voting Your Shares 84 Changing Your Vote or Revoking Your Proxy 85 Vote Required for Each Proposal 86 Matters to be Presented 86 Delivery of Proxy Materials 87 Proxy Solicitation Costs 87 Vote Tabulation 87 Inspector of Election 87 Results of the Vote 87 Other Information 89

Forward-Looking Statements

Forward-Looking Statements 89 Website References 90 Non-GAAP and Other Financial Disclosures A-1 Annex A – Amended and Restated Brighthouse Financial, Inc. Employee Stock Purchase Plan Brighthouse Financial |2024 Proxy Statement Table of Contents Proxy Summary 3 Proxy Summary This section summarizes important information contained in this Proxy Statement and in our 2023 Annual Report to Stockholders (the " 2023 Annual Report "), but it does not contain all the information that you should consider when casting your vote. Please review the entire Proxy Statement and 2023 Annual Report carefully before voting. Proposals for Your Vote Proposal Board Recommendation Page 1.Election of nine (9) Directors to serve a one-year term ending at the 2025 Annual Meeting of Stockholders FOR each of the Board's nominees 12 2.Ratification of the appointment of Deloitte & Touche LLP as Brighthouse Financial's independent registered public accounting firm for fiscal year 2024 FOR 33 3.Advisory vote to approve the compensation paid to Brighthouse Financial's Named Executive Officers (the " Say-on-Pay " vote) FOR 37 4.Advisory vote on the frequency of future advisory votes to approve the compensation paid to Brighthouse Financial's Named Executive Officers ONE YEAR 77 5.Approval of the amended and restated Brighthouse Financial, Inc. Employee Stock Purchase Plan FOR 78 The Brighthouse Financial Story Who We Are Brighthouse Financial is one of the largest providers of annuities and life insurance in the United States (1) , trusted by over 2 million customers (2) . Brighthouse Financial became an independent, publicly traded company in August 2017, following our separation (the " Separation ") from MetLife, Inc. (" MetLife ") and the listing of our common stock on The Nasdaq Stock Market LLC (" Nasdaq "). In 2019, we became a member of the Fortune 500, which lists the top 500 U.S. companies by total revenue. Our Purpose

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