Bread Financial Holdings Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$BFH
Business Services
Consumer Discretionary
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):
(Exact Name of Registrant as Specified in Charter)
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
(Address and Zip Code of Principal Executive Offices)
(614 ) 729-4000
(Registrant’s Telephone Number, including Area Code)
NOT APPLICABLE
(Former name or former address, if changed since last report)☐
Check the appropriate box below if the Form 8-K 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 | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol | Name of each exchange on which registered | ||||||||||||
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(e) On May 14, 2024, Bread Financial Holdings, Inc. (the “Company”) held its 2024 annual meeting of stockholders (the “Annual Meeting”) in a virtual-only format. At the Annual Meeting, the Company’s stockholders approved the Bread Financial Holdings, Inc. 2024 Omnibus Incentive Plan (the “Plan”).
For a description of the principal terms of the Plan, see “Proposal 3: Approval of the 2024 Omnibus Incentive Plan” in the Company’s Proxy Statement dated April 3, 2024 for the Annual Meeting, which description is incorporated herein by reference. A copy of the Plan is filed as Exhibit 10.1 to this report and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
As noted above, the Company’s Annual Meeting was held on May 14, 2024. A total of 43,167,443 shares of the Company’s common stock were present or represented by proxy at the Annual Meeting, representing approximately 86.59% of the Company’s shares outstanding as of March 20, 2024, the record date set for the Annual Meeting. The matters voted on at the Annual Meeting and the results for each matter were as follows:
(a) Proposal 1: Each of Ralph J. Andretta, Roger H. Ballou, John J. Fawcett, John C. Gerspach, Jr., Rajesh Natarajan, Joyce St. Clair, Timothy J. Theriault, Laurie A. Tucker and Sharen J. Turney was elected as a director of the Company to serve until the 2025 annual meeting of stockholders.
Ralph J. Andretta
| 38,375,626 | For | |||||||
| 160,121 | Against | |||||||
| 72,826 | Abstain | |||||||
| 4,558,869 | Broker Non-Votes | |||||||
Roger H. Ballou
| 37,327,633 | For | |||||||
| 1,204,470 | Against | |||||||
| 76,470 | Abstain | |||||||
| 4,558,869 | Broker Non-Votes | |||||||
John J. Fawcett
| 38,315,242 | For | |||||||
| 216,385 | Against | |||||||
| 76,946 | Abstain | |||||||
| 4,558,869 | Broker Non-Votes | |||||||
John C. Gerspach, Jr.
| 38,286,773 | For | |||||||
| 245,155 | Against | |||||||
| 76,645 | Abstain | |||||||
| 4,558,869 | Broker Non-Votes | |||||||
Rajesh Natarajan
| 37,665,013 | For | |||||||
| 866,891 | Against | |||||||
| 76,669 | Abstain | |||||||
| 4,558,869 | Broker Non-Votes | |||||||
Joyce St. Clair
| 37,729,860 | For | |||||||
| 803,762 | Against | |||||||
| 74,951 | Abstain | |||||||
| 4,558,869 | Broker Non-Votes | |||||||
Timothy J. Theriault
| 38,354,912 | For | |||||||
| 167,680 | Against | |||||||
| 85,981 | Abstain | |||||||
| 4,558,869 | Broker Non-Votes | |||||||
Laurie A. Tucker
| 37,348,666 | For | |||||||
| 1,185,311 | Against | |||||||
| 74,596 | Abstain | |||||||
| 4,558,869 | Broker Non-Votes | |||||||
Sharen J. Turney
| 37,441,153 | For | |||||||
| 1,085,113 | Against | |||||||
| 82,307 | Abstain | |||||||
| 4,558,869 | Broker Non-Votes | |||||||
(b) Proposal 2: Executive compensation was approved, on an advisory basis, by the Company’s stockholders.
| 31,462,452 | For | |||||||
| 7,112,629 | Against | |||||||
| 33,492 | Abstain | |||||||
| 4,558,869 | Broker Non-Votes | |||||||
(c) Proposal 3: The 2024 Omnibus Incentive Plan was approved by the Company’s stockholders.
| 36,394,759 | For | |||||||
| 2,189,842 | Against | |||||||
| 23,972 | Abstain | |||||||
| 4,558,869 | Broker Non-Votes | |||||||
(d) Proposal 4: The selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2024 was ratified by the Company’s stockholders.
| 41,841,288 | For | |||||||
| 1,294,075 | Against | |||||||
| 32,079 | Abstain | |||||||
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Document Description | |||||||
| Bread Financial Holdings, Inc. 2024 Omnibus Incentive Plan. | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
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 hereunto duly authorized.
| Bread Financial Holdings, Inc. | ||||||||
Date: May 15, 2024 | By: | /s/ Joseph L. Motes III | ||||||
| Joseph L. Motes III Executive Vice President, Chief Administrative Officer, General Counsel and Secretary | ||||||||