Equitable Holdings Inc. filed SEC Form 8-K: Leadership Update, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$EQH
Specialty Insurers
Finance
UNITED STATES
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): May 21, 2025
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of | (Commission File Number) | (I.R.S. Employer | ||||||
| incorporation or organization) | Identification No.) | |||||||
(Address of principal executive offices) (Zip Code)
(212 ) 554-1234
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 under the Securities Act (17 CFR 230.405) or Rule 12b-2 under the Exchange Act (17 CFR 240.12b-2).
Emerging growth company ☐
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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
At the Annual Meeting (as defined below) of Equitable Holdings, Inc. (the “Company”), stockholders approved the amendment and restatement of the Company’s 2019 Omnibus Incentive Plan (as amended and restated, the “Amended and Restated Equitable Holdings, Inc. 2019 Omnibus Incentive Plan”) to, among other things, increase the number of shares of common stock reserved for issuance thereunder by 14,500,000 shares to 41,700,000 shares.
The foregoing description of the Amended and Restated Equitable Holdings, Inc. 2019 Omnibus Incentive Plan is qualified in its entirety by reference to the text of the Amended and Restated Equitable Holdings, Inc. 2019 Omnibus Incentive Plan, a copy of which is attached as Exhibit 3.1 to this Current Report on Form 8-K.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
As described under Item 5.07 of this report, on May 21, 2025, the Company held its Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the stockholders of the Company voted to approve amendments to the Company’s Second Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) to limit the liability of certain officers as permitted by Delaware law and to grant stockholders the right to call a special meeting. Prior to this latter amendment, the Certificate of Incorporation provided that only the Chairman of the Board, the Company’s Chief Executive Officer, or the Board itself could call special meetings of the stockholders. The material terms of the amendments are summarized under the headings “Proposal No. 6” and “Proposal No. 7” in the Company’s definitive proxy statement on Schedule 14A, filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 4, 2025 (the “Definitive Proxy Statement”). In connection with the foregoing, and as described in the Definitive Proxy Statement, the Board also approved corresponding amendments (the “By-Law Amendments”) to the Company’s Sixth Amended and Restated By-Laws.
The full text of the Third Amended and Restated Certificate of Incorporation and Seventh Amended and Restated By-Laws are attached as Exhibits 3.2 and 3.3, respectively, to this Current Report on Form 8-K and are incorporated herein by reference in this Item 5.03.
On May 28, 2025, following the Annual Meeting, the Company filed the Third Amended and Restated Certificate of Incorporation giving effect to the Amendments with the Secretary of State of the State of Delaware. The Seventh Amended and Restated By-Laws and all corresponding By-Law Amendments became effective thereafter.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, eight proposals were submitted to the Company’s stockholders. The proposals are described in more detail in the Company’s Definitive Proxy Statement. The final voting results are as follows:
Proposal 1: The Company’s stockholders elected the ten director nominees named in the Definitive Proxy Statement to serve until the 2026 annual meeting or until their successors are elected or have been qualified. The voting results are set forth below:
| Director Nominee | For | Against | Abstain | Broker Non-Vote | ||||||||||||||||||||||
Joan Lamm-Tennant | 255,301,084 | 10,435,214 | 3,795,741 | 8,929,940 | ||||||||||||||||||||||
Douglas Dachille | 269,044,455 | 415,597 | 71,987 | 8,929,940 | ||||||||||||||||||||||
Francis Hondal | 269,045,523 | 368,520 | 117,996 | 8,929,940 | ||||||||||||||||||||||
Arlene Isaacs-Lowe | 267,227,276 | 2,148,229 | 156,534 | 8,929,940 | ||||||||||||||||||||||
Daniel G. Kaye | 251,192,598 | 18,267,916 | 71,525 | 8,929,940 | ||||||||||||||||||||||
Craig MacKay | 269,009,928 | 368,848 | 135,263 | 8,929,940 | ||||||||||||||||||||||
Mark Pearson | 269,274,953 | 139,380 | 117,706 | 8,929,940 | ||||||||||||||||||||||
Bertram L. Scott | 262,287,751 | 7,097,965 | 146,323 | 8,929,940 | ||||||||||||||||||||||
George Stansfield | 266,385,661 | 3,074,949 | 71,429 | 8,929,940 | ||||||||||||||||||||||
Charles G.T. Stonehill | 269,162,911 | 252,146 | 116,982 | 8,929,940 | ||||||||||||||||||||||
Proposal 2: The Company’s stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2025. The voting results are set forth below:
| For | Against | Abstain | Broker Non-Vote | |||||||||||||||||
260,727,879 | 17,647,472 | 86,628 | 0 | |||||||||||||||||
Proposal 3: The Company’s stockholders approved an advisory resolution approving the compensation of the Company’s named executive officers. The voting results are set forth below:
| For | Against | Abstain | Broker Non-Vote | |||||||||||||||||
254,110,904 | 15,019,909 | 401,226 | 8,929,940 | |||||||||||||||||
Proposal 4: The Company’s stockholders approved an advisory resolution on the frequency of future advisory votes on executive compensation. The voting results are set forth below:
| 1 Year | 2 Years | 3 Years | Abstain | Broker Non-Vote | |||||||||||||||||||
263,580,005 | 337,919 | 5,537,144 | 76,971 | 8,929,940 | |||||||||||||||||||
After taking into consideration the foregoing voting results and the prior recommendation of the Company’s board of directors for a one year frequency for future Say-on-pay votes, the board of directors has determined that the Company will hold such future say-on-pay votes every year.
Proposal 5: The Company’s stockholders approved amendment and restatement of the Company’s 2019 Omnibus Incentive Plan. The voting results are set forth below:
| For | Against | Abstain | Broker Non-Vote | |||||||||||||||||
258,647,708 | 10,522,950 | 361,381 | 8,929,940 | |||||||||||||||||
Proposal 6: The Company’s stockholders approved amendments to the Company’s Certificate of Incorporation to limit the liability of certain officers of the Company, as permitted by Delaware law. The voting results are set forth below:
| For | Against | Abstain | Broker Non-Vote | |||||||||||||||||
246,097,756 | 23,331,744 | 102,539 | 8,929,940 | |||||||||||||||||
Proposal 7: The Company’s stockholders approved amendments to the Company’s Certificate of Incorporation and By-laws to create a stockholder right to call a special meeting. The voting results are set forth below:
| For | Against | Abstain | Broker Non-Vote | |||||||||||||||||
267,287,919 | 2,017,248 | 226,872 | 8,929,940 | |||||||||||||||||
Proposal 8: The Company’s stockholders did not approve a stockholder proposal on the right to call special meetings of stockholders. The voting results are set forth below:
| For | Against | Abstain | Broker Non-Vote | |||||||||||||||||
72,755,194 | 196,539,196 | 237,649 | 8,929,940 | |||||||||||||||||
Item 9.01 Financial Statements and Exhibits.
| Exhibit | Description | ||||
| Amended and Restated Equitable Holdings, Inc. 2019 Omnibus Incentive Plan. | |||||
| Third Amended and Restated Certificate of Incorporation of Equitable Holdings, Inc. effective May 21, 2025. | |||||
| Equitable Holdings, Inc. Seventh Amended and Restated By-Laws, effective May 21, 2025. | |||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | ||||
SIGNATURE
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 hereunto duly authorized.
| EQUITABLE HOLDINGS, INC. | |||||||||||
| Date: May 28, 2025 | By: | /s/ Ralph Petruzzo | |||||||||
Name: | Ralph Petruzzo | ||||||||||
Title: | Deputy General Counsel | ||||||||||