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    Jackson Financial Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

    5/27/25 5:20:36 PM ET
    $JXN
    Life Insurance
    Finance
    Get the next $JXN alert in real time by email
    false 0001822993 0001822993 2025-05-22 2025-05-22 0001822993 us-gaap:CommonStockMember 2025-05-22 2025-05-22 0001822993 JXN:DepositaryShareseachrepresentinga11000thInterestinashareofFixedRateResetNoncumulativePerpetualPreferredStockSeriesAMember 2025-05-22 2025-05-22 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

     

     

     

    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 22, 2025

     

    Jackson Financial Inc.

    (Exact name of registrant as specified in its charter)

     

    Delaware   001-40274   98-0486152
    (State or other jurisdiction of incorporation)   (Commission File
    Number)
      (I.R.S. Employer Identification No.)

     

    1 Corporate Way, Lansing, Michigan

     

    48951

    (Address of principal executive offices)   (Zip Code)

     

    (517) 381-5500

    (Registrant’s telephone number, including area code)

     

    N/A

    (Former name or former 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:

     

    ¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
    ¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
    ¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
    ¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

     

    Securities registered pursuant to Section 12(b) of the Act:

     

    Title of each class   Trading
    Symbol(s)
      Name of Exchange
    on which registered
    Class A Common Stock, Par Value $0.01 Per Share   JXN   New York Stock Exchange
             
    Depositary Shares, each representing a 1/1,000th interest in a share of Fixed-Rate Reset Noncumulative Perpetual Preferred Stock, Series A   JXN PRA   New York Stock Exchange

     

    Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 under the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 under 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 5.07. Submission of Matters to a Vote of Security Holders.

     

    The Company held its Annual Meeting of Shareholders (the “Annual Meeting”) on May 22, 2025.  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 entitled to vote at the Annual Meeting as of the record date of March 25, 2025, was 72,093,803.

     

    Of the 59,850,447 shares present in person or represented by proxy at the meeting:

     

    At the Annual 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 2026 annual meeting of shareholders or until their successors are duly elected and qualified:

     

    Director Nominee   For   Against   Abstain
    Lily Fu Claffee   52,406,259   464,568   44,731
    Gregory T. Durant   52,398,210   490,102   27,246
    Steven A. Kandarian   51,850,391   1,037,105   28,062
    Derek G. Kirkland   52,563,315   324,774   27,469
    Drew E. Lawton   52,488,155   398,845   28,558
    Martin J. Lippert   52,431,966   456,905   26,687
    Russell G. Noles   52,542,841   344,551   28,166
    Laura L. Prieskorn   52,534,384   345,789   35,385
    Esta E. Stecher   52,142,445   728,247   44,866

     

     Broker Non-Vote: 6,934,889

     

    At the Annual Meeting, the Company’s shareholders ratified the appointment of KPMG LLP as Jackson Financial Inc.’s independent auditor for the fiscal year ending December 31, 2025. Voting results on this proposal were as follows:

     

    For   Against   Abstain
    57,986,724   1,824,227   39,496

     

    At the Annual Meeting, the Company’s shareholders, by non-binding advisory vote, 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
    49,895,120   2,926,234   94,204   6,934,889

     

     

     

    SAFE HARBOR

     

    The information in this report contains forward-looking statements about future events and circumstances and their effects upon revenues, expenses and business opportunities. Generally speaking, 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,” “predict,” “remain,” “future,” “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, 2024, as filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 26, 2025, and elsewhere in the Company’s reports filed with the SEC. Except as required by law, Jackson Financial Inc. does not undertake to update such forward-looking statements. You should not rely unduly on forward-looking statements.

     

    WEBSITE INFORMATION

     

    Visit investors.jackson.com to view information regarding Jackson Financial Inc. We routinely use our investor relations website as a primary channel for disclosing key information to our investors. We may use our website as a means of disclosing material, non-public information and for complying with our disclosure obligations. Accordingly, investors should monitor our investor relations website, in addition to following our press releases, filings with the SEC, public conference calls, presentations, and webcasts. We and certain of our senior executives may also use social media channels to communicate with our investors and the public about our Company and other matters, and those communications could be deemed to be material information. The information contained on, or that may be accessed through, our website, our social media channels, or our executives’ social media channels is not incorporated by reference into and is not part of this report.

     

    Item 9.01. Financial Statements and Exhibits.

     

    (d) Exhibits.

     

    Exhibit No.   Description
    104   Cover Page Interactive Data File (the cover page XBRL tags are 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.

     

      JACKSON FINANCIAL INC.
       
    Date: May 27, 2025 By: /s/ Carrie L. Chelko   
      Name: Carrie L. Chelko
      Title: Executive Vice President and General Counsel

     

     

     

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