Corebridge Financial Announces Director Changes and New Agreements

TL;DR

Board shakeup at Corebridge, new directors in, old one out. Plus, a new deal signed.

AI Summary

On December 9, 2024, Corebridge Financial, Inc. announced the departure of Director David M. Cordani and the appointment of new directors, including Sarah E. Johnson and David M. Knipp. The company also reported on compensatory arrangements for certain officers and entered into a material definitive agreement.

Why It Matters

Changes in board composition and new agreements can signal shifts in company strategy or governance, potentially impacting investor confidence and future performance.

Risk Assessment

Risk Level: medium — Director departures and appointments, along with new material agreements, can introduce uncertainty and signal strategic shifts that may carry inherent risks.

Key Players & Entities

• Corebridge Financial, Inc. (company) — Registrant
• David M. Cordani (person) — Departing Director
• Sarah E. Johnson (person) — Appointed Director
• David M. Knipp (person) — Appointed Director
• December 9, 2024 (date) — Date of earliest event reported
• December 10, 2024 (date) — Date of Report

FAQ

Key Financial Figures

• $3.8 billion — ggregate consideration of approximately $3.8 billion in cash (the "Transaction"). As of Dece

Filing Documents

• ef20039630_8k.htm (8-K) — 38KB
• ef20039630_ex10-1.htm (EX-10.1) — 251KB
• ef20039630_ex10-2.htm (EX-10.2) — 47KB
• ef20039630_ex99-1.htm (EX-99.1) — 8KB
• image00001.jpg (GRAPHIC) — 3KB
• 0001140361-24-048853.txt ( ) — 539KB
• crbg-20241209.xsd (EX-101.SCH) — 4KB
• crbg-20241209_lab.xml (EX-101.LAB) — 21KB
• crbg-20241209_pre.xml (EX-101.PRE) — 16KB
• ef20039630_8k_htm.xml (XML) — 4KB

01

Item 1.01 Entry into a Material Definitive Agreement On December 9, 2024 (the "Closing Date"), Nippon Life Insurance company, a mutual company ( sougogaisha ) organized under the laws of Japan ("Nippon"), in accordance with the stock purchase agreement (the "Purchase Agreement"), dated as of May 16, 2024, by and among Corebridge Financial, Inc., a Delaware corporation (the "Company"), American International Group, Inc., a Delaware corporation ("AIG") and Nippon, completed its purchase of 121,956,256 shares (the "Purchased Stock") of common stock of the Company (the "Common Stock") beneficially owned by AIG, for aggregate consideration of approximately $3.8 billion in cash (the "Transaction"). As of December 9, 2024, the Purchased Stock represented 21.6% of the outstanding Common Stock. Following consummation of the Transaction, AIG will continue to own 22.5% of the outstanding Common Stock. On the Closing Date, in connection with the Transaction and pursuant to the Purchase Agreement, the Company entered into a stockholder's agreement (the "Stockholder's Agreement") by and between the Company and Nippon. The Stockholder's Agreement provides for, among other things, the grant to Nippon of certain board, board observer and committee designation rights and a standstill restriction on Nippon. The description of the Stockholder's Agreement in this report is qualified in its entirety by reference to the full text of the Stockholder's Agreement, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein. Composition of the Board. From and after the Closing Date, until the date that the share ownership percentage of Nippon is less than 5% (the "Sunset Date"), Nippon shall have the right to designate a number of individuals to serve as directors equal to the product of the total number of directors multiplied by the share ownership percentage of Nippon, with such number of directors rounded down to the nearest whole numb

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers Effective as of the close of the Transaction, Peter Zaffino, Sabra Purtill, Mia Tarpey and Jonathan Gray resigned from the Board and the Board reduced the number of directors serving on the Board from thirteen to eleven. Gilles Dellaert, age 46, was elected to the Board, effective immediately. Mr. Dellaert was elected pursuant to the Stockholder's Agreement, dated as of November 2, 2021, among Blackstone Inc. ("Blackstone"), AIG and the Company and will succeed Mr. Gray as the Board's Blackstone designee. Alan Colberg, who has served on the Board since September 2022 as an independent director, will succeed Mr. Zaffino as chair of the Board. The Board also elected Minoru Kimura, age 57, a Nippon Designee, to the Board, effective immediately. Mr. Kimura serves as a member of the Board pursuant to the Stockholder's Agreement pursuant to which Nippon has the right to designate members of the Board. Pursuant to the Stockholder's Agreement, Mr. Kimura will not be compensated by the Company for service on the Board of the Company. The Board has appointed Mr. Kimura to the Compensation and Management Development Committee of the Board and the Nominating and Corporate Governance Committee of the Board, effective immediately.

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Item 8.01 Other Events On December 10, 2024, the Company issued a press release announcing that Mr. Kimura and Mr. Dellaert have been elected to the Board, a copy of which is furnished as Exhibit 99.1 and incorporated herein by reference.

Financial Statements and Exhibits

Financial Statements and Exhibits (d) Exhibits. Exhibit Number Description 10.1 Stockholder's Agreement, dated as of December 9, 2024, by and between Corebridge Financial, Inc. and Nippon Life Insurance Company. 10.2 Registration Rights Agreement, dated as of December 9, 2024, by and among Corebridge Financial, Inc., American International Group, Inc. and Nippon Life Insurance Company. 10.3 Registration Rights Agreement, dated as of September 14, 2022, by and between Corebridge Financial, Inc. and American International Group, Inc. (incorporated by reference to Exhibit 10.4 to the Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on November 9, 2022 by Corebridge Financial, Inc.). 99.1 Press release dated December 10, 2024. SIGNATURE 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. Date: December 10, 2024 Corebridge Financial, Inc. By: /s/ Christine Nixon Name: Christine Nixon Title: Executive Vice President and General Counsel

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