Jackson Financial Inc. Files 8-K with Director Changes and Bylaw Updates

TL;DR

JXN board shakeup, bylaws updated, and exec comp changes filed.

AI Summary

On May 23, 2024, Jackson Financial Inc. filed an 8-K report detailing several key events. These include the departure of a director, the election of new directors, and updates to compensatory arrangements for certain officers. The filing also addresses amendments to the company's articles of incorporation or bylaws and the submission of matters to a vote of security holders.

Why It Matters

Changes in board composition and corporate governance documents can signal shifts in company strategy or management focus, potentially impacting investor confidence and future performance.

Risk Assessment

Risk Level: medium — Changes in directors, bylaws, and executive compensation can indicate internal shifts that may affect the company's strategic direction and operational stability.

Key Players & Entities

• Jackson Financial Inc. (company) — Registrant
• May 23, 2024 (date) — Earliest event reported

FAQ

Key Financial Figures

• $0.01 — ch Registered Common Stock, Par Value $0.01 Per Share JXN New York Stock Exchan
• $640,000 b — eceive a compensation package including $640,000 base salary, an increased target bonus fr
• $700,000 — l long-term equity incentive award from $700,000 to $1,900,000. Mr. Cummings also will r
• $1,900,000 — equity incentive award from $700,000 to $1,900,000. Mr. Cummings also will receive other c
• $365,000 b — eceive a compensation package including $365,000 base salary, an increased target bonus fr
• $250,000 — l long-term equity incentive award from $250,000 to $420,000. Mr. Anderson also will rec
• $420,000 — equity incentive award from $250,000 to $420,000. Mr. Anderson also will receive other c
• $66,667.00 — eement provides for a monthly salary of $66,667.00. The letter agreement provides that eit

Filing Documents

• tm2415621d1_8k.htm (8-K) — 61KB
• tm2415621d1_ex3-3.htm (EX-3.3) — 141KB
• 0001104659-24-065903.txt ( ) — 456KB
• jxn-20240523.xsd (EX-101.SCH) — 4KB
• jxn-20240523_def.xml (EX-101.DEF) — 27KB
• jxn-20240523_lab.xml (EX-101.LAB) — 37KB
• jxn-20240523_pre.xml (EX-101.PRE) — 25KB
• tm2415621d1_8k_htm.xml (XML) — 6KB

02 Departure of Directors or Certain

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. CHIEF FINANCIAL OFFICER On May 23, 2024, the Board of Directors of Jackson Financial Inc. (the "Company") appointed Don W. Cummings as the Company's new Executive Vice President and Chief Financial Officer ("CFO") beginning June 3, 2024. Mr. Cummings will succeed Marcia Wadsten, who will continue as CFO through June 2, 2024. Mr. Cummings currently serves as the Company's Senior Vice President, Controller and Chief Accounting Officer, which positions he has held since joining the Company in December 2020. Prior thereto, Mr. Cummings served as interim Chief Financial Officer at Fortitude Reinsurance Company Ltd. since 2019 and previously held various finance roles at American International Group, Inc., including Global Corporate Controller. Mr. Cummings, age 60, is a Certified Public Accountant. As Executive Vice President and Chief Financial Officer, Mr. Cummings will receive a compensation package including $640,000 base salary, an increased target bonus from 150% to 175% of base salary and an increased target annual long-term equity incentive award from $700,000 to $1,900,000. Mr. Cummings also will receive other compensation pursuant to certain plans provided by the Company, including health and welfare, retirement, and benefits typically available to our executives. CONTROLLER On May 23, 2024, the Board of Directors of the Company appointed Craig Anderson, age 57, as the Company's new Senior Vice President and Controller beginning June 3, 2024. Mr. Anderson will succeed Don Cummings, who will continue as Controller through June 2, 2024. Mr. Anderson currently serves as the Vice President, Controller of Jackson National Life Insurance Company ("Jackson"), a wholly-owned indirect subsidiary of the Company, which position he has held since joining the Company in September 2021. Prior to joining the Compa

03 Amendments to Articles of Incorporation

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On May 23, 2024, the Company filed the Fourth Amended and Restated Certificate of Incorporation of Jackson Financial Inc. (the "Amended Certificate"), as reflected in Exhibit 3.3 to this Report, with the Delaware Secretary of State, which became effective upon filing. The Amended Certificate (1) updates the current exculpation provision in Article SEVENTH of the Third Amended and Restated Certificate of Incorporation (the "Certificate") in accordance with the recent development in Delaware corporate law, and (2) implements certain other, non-substantive ministerial changes to the Certificate to provide such exculpation to the fullest extent permitted by the current provisions of Delaware corporate law.

07 Submission of Matters to a Vote

Item 5.07 Submission of Matters to a Vote of Security Holders. The Company held its Annual Meeting of Shareholders (the "Annual Meeting") on May 23, 2024. Set forth below are the final, certified voting results for each proposal presented at the Annual Meeting, as reported by American Election Services, LLC, the Company's independent Inspector of Election. The number of shares issued, outstanding and eligible to vote at the meeting as of the record date of March 25, 2024, was 76,621,374. O f the 64,299,093 shares present in person or represented by proxy at the meeting: The Company's shareholders elected, with the respective votes set forth opposite their names, the following persons to the Company's Board of Directors to hold office for a one-year term until the 2025 annual meeting of shareholders or until their successors are duly elected and qualified: DIRECTOR NOMINEE FOR AGAINST ABSTAIN Lily Fu Claffee 58,159,009 368,568 28,005 Gregory T. Durant 58,125,423 400,450 29,709 Steven A. Kandarian 57,496,176 1,030,265 29,141 Derek G. Kirkland 58,418,669 83,737 53,176 Drew E. Lawton 58,097,643 427,728 30,211 Martin J. Lippert 58,149,286 375,683 30,613 Russell G. Noles 58,437,856 87,676 30,050 Laura L. Prieskorn 58,436,885 93,315 25,382 Esta E. Stecher 57,658,855 739,143 157,584 Broker Non-Vote : 5,743,511 The Company's shareholders ratified the appointment of KPMG LLP as Jackson Financial Inc.'s independent auditor for the fiscal year ending December 31, 2024. Voting results on this proposal were as follows: FOR AGAINST ABSTAIN 62,877,974 1,381,226 39,893 The Company's shareholders, by voting for a non-binding advisory proposal, approved the executive compensation of the Company's named executive officers. Voting results on this proposal were as follows: FOR AGAINST ABSTAIN BROKER NON-VOTE 57,289,214 1,189,233 77,135 5,743,511 The Company's shareholders voted to approve and adopt the Fourth A

01 Other Events

Item 8.01 Other Events. We wish to clarify disclosure in Part II, Item 5, in the Company's Form 10-K for the fiscal year ended December 31, 2023, where we state the "approximate number of shareholders of record at the close of business on [February 14, 2024] was 55,000 ." At the close of business on February 14, 2024, the approximate number of shareholders of record was 1,819 and the approximate number of beneficial owners was 55,000. SAFE HARBOR The information in this report contains forward-looking any statement in this report not based upon historical fact is a forward-looking statement. Forward-looking statements can also be identified by the use of forward-looking or conditional words, such as "could," "should," "can," "continue," "estimate," "forecast," "intend," "look," "may," "will," "expect," "believe," "anticipate," "plan," "remain," "confident" and "commit" or similar expressions. In particular, statements regarding plans, strategies, prospects, targets and expectations regarding the business and industry are forward-looking statements. They reflect expectations, are not guarantees of performance and speak only as of the dates the statements are made. We caution investors that these forward-looking statements are subject to known and unknown risks and uncertainties that may cause actual results to differ materially from those projected, expressed or implied. Factors that could cause actual results to differ materially from those in the forward-looking statements include those reflected in Part I, Item 1A. Risk Factors and Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the U.S. Securities and Exchange Commission (the "SEC") on February 28, 2024, and elsewhere in the Company'

01.Financial Statements and Exhibits

Item 9.01.Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 3.3 Fourth Amended and Restated Certificate of Incorporation of Jackson Financial Inc., effective as of May 23, 2024. 104 Cover Page Interactive Data File (the coverage page XBRL tags are embedded within the Inline XBRL Document).

SIGNATURES

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 thereunto duly authorized. JACKSON FINANCIAL INC. By: /s/ Carrie L. Chelko Carrie L. Chelko Executive Vice President, General Counsel Date: May 29, 2024

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View this 8-K filing on SEC EDGAR