Ameriprise Financial Files 8-K on Shareholder Votes and Bylaw Changes
Ticker: AMP · Form: 8-K · Filed: Apr 26, 2024 · CIK: 820027
Sentiment: neutral
Topics: corporate-governance, bylaws, shareholder-vote
Related Tickers: AMP
TL;DR
AMERIPRISE filed an 8-K detailing shareholder votes and bylaw amendments.
AI Summary
Ameriprise Financial, Inc. filed an 8-K on April 26, 2024, reporting on events that occurred on April 24, 2024. The filing indicates that matters were submitted to a vote of security holders and that there were amendments to articles of incorporation or bylaws. It also includes financial statements and exhibits.
Why It Matters
This filing provides updates on corporate governance matters and shareholder decisions, which can impact investor confidence and the company's operational framework.
Risk Assessment
Risk Level: low — The filing is routine and concerns corporate governance rather than significant financial events.
Key Players & Entities
- AMERIPRISE FINANCIAL, INC. (company) — Registrant
- April 24, 2024 (date) — Date of earliest event reported
- April 26, 2024 (date) — Filing date
- Delaware (jurisdiction) — State of incorporation
FAQ
What specific matters were submitted to a vote of Ameriprise Financial's security holders?
The filing indicates that matters were submitted to a vote of security holders, but does not specify the exact nature of these matters in the provided text.
Were there any amendments to Ameriprise Financial's articles of incorporation or bylaws?
Yes, the filing explicitly states 'Amendments to Articles of Incorporation or Bylaws' as an item of information.
What is the date of the earliest event reported in this 8-K filing?
The date of the earliest event reported is April 24, 2024.
When was this 8-K filing submitted to the SEC?
This 8-K filing was submitted on April 26, 2024.
What is Ameriprise Financial's state of incorporation?
Ameriprise Financial, Inc. is incorporated in Delaware.
Filing Stats: 893 words · 4 min read · ~3 pages · Grade level 11.6 · Accepted 2024-04-26 10:32:02
Filing Documents
- tm2412755d1_8k.htm (8-K) — 48KB
- tm2412755d1_ex3-1.htm (EX-3.1) — 7KB
- 0001104659-24-052593.txt ( ) — 229KB
- amp-20240424.xsd (EX-101.SCH) — 3KB
- amp-20240424_lab.xml (EX-101.LAB) — 33KB
- amp-20240424_pre.xml (EX-101.PRE) — 22KB
- tm2412755d1_8k_htm.xml (XML) — 4KB
03
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. As further described below in Item 5.07 of this Current Report on Form 8-K ("Form 8-K"), at the 2024 annual meeting of the shareholders of Ameriprise Financial, Inc. (the "Company"), the Company's shareholders approved an amendment to the Company's Amended and Restated Certificate of Incorporation, as amended (the "Charter") to permit exculpation of the Company's corporate officers, subject to limitations, as permitted by a recent amendment to the Delaware General Corporation law (the "Charter Amendment"). The Board of Directors of the Company previously approved the Charter Amendment, subject to shareholder approval at the 2024 annual meeting. On April 25, 2024, the Company filed the Charter Amendment with the Delaware Secretary of State, which became effective upon filing. The foregoing description is a summary only, and is qualified in its entirety by reference to the complete text of the Certificate of Amendment, which is being filed as Exhibit 3.1 to this Form 8-K.
07
Item 5.07 Submission of Matters to a Vote of Security Holders. The 2024 annual meeting of the shareholders of the Company was held on April 24, 2024. At the meeting, the holders of 88,028,436 shares of common stock, which represents approximately 87.86 percent of the 100,190,904 outstanding shares entitled to vote as of the February 26, 2024 record date, were represented in person or by proxy. Detailed voting results are set forth below. Item 1 – Election of the Eight Director Nominees Named Below . The shareholders elected each director nominee for a term of one year to expire at the 2025 annual meeting of shareholders or until their successors are elected and qualified. The voting results were as follows: Name Votes For Votes Against Abstentions Broker Non-Votes James M. Cracchiolo 76,474,370 5,420,556 160,378 5,973,132 Dianne Neal Blixt 78,853,873 3,071,599 129,832 5,973,132 Amy DiGeso 68,440,471 13,319,062 295,771 5,973,132 Armando Pimentel, Jr. 80,981,211 936,129 137,964 5,973,132 Robert F. Sharpe, Jr. 74,655,737 7,264,870 134,697 5,973,132 Brian T. Shea 77,025,954 4,895,053 134,297 5,973,132 W. Edward Walter III 80,556,920 1,361,258 137,126 5,973,132 Christopher J. Williams 76,877,931 5,040,144 137,229 5,973,132 Item 2 – Approve the Amendment of the Company's Amended and Restated Certificate of Incorporation to Allow for Exculpation of Officers as Permitted by Delaware law. The shareholders approved the amendment to the Amended and Restated Certificate of Incorporate as permitted by Delaware law. Votes For Votes Against Abstentions Broker Non-Votes 68,076,791 13,817,011 161,502 5,973,132 Item 3 – Nonbinding Advisory Vote to Approve the Compensation of Named Executive Officers . The shareholders approved, on an advisory basis, the compensation of its named executive officers. Votes For Votes Against Abstentions Broker Non-Votes 72,562,139 9
Financial Statements and Exhibits
Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description Exhibit 3.1 Certificate of Amendment to the Amended and Restated Certificate of Incorporation, as amended. Exhibit 104 Cover page is formatted in iXBRL (Inline eXtensible Business Reporting Language)
SIGNATURES
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, thereunto duly authorized. AMERIPRISE FINANCIAL, INC. (Registrant) Date: April 26, 2024 By: /s/ Wendy B. Mahling Name: Wendy B. Mahling Title: Senior Vice President, Corporate Secretary & Securities and Corporate Law