UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement | |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |
| ☐ | Definitive Proxy Statement | |
| ☒ | Definitive Additional Materials | |
| ☐ | Soliciting Material under Rule 14a-12 | |
BRIGHTHOUSE FINANCIAL, INC.
(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required. | |||
| ☐ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | |||
| (1) | Title of each class of securities to which transaction applies:
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| (2) | Aggregate number of securities to which transaction applies:
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| (3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how much it was determined):
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| (4) | Proposed maximum aggregate value of transaction:
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| (5) | Total fee paid:
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| ☐ | Fee paid previously with preliminary materials. | |||
| ☐ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | |||
| (1) | Amount Previously Paid:
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| (2) | Form, Schedule or Registration Statement No.:
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| (3) | Filing Party:
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| (4) | Date Filed:
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*** Exercise Your Right to Vote ***
Important Notice Regarding the Availability of Proxy Materials for the
Annual Meeting of Stockholders to be Held on May 23, 2018.
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Meeting Information
Meeting Type: Annual Meeting | |||||
| For holders as of: March 26, 2018 | ||||||
| Date: May 23, 2018 Time: 8:30 AM EDT | ||||||
| Location: | The Ballantyne Hotel 10000 Ballantyne Commons Parkway Charlotte, North Carolina 28277
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BRIGHTHOUSE FINANCIAL, INC. 11225 N COMMUNITY HOUSE RD CHARLOTTE, NC 28277 |
NOTICE OF ANNUAL MEETING AND ADMISSION TICKET
You are receiving this communication because you hold shares in Brighthouse Financial, Inc.
This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.ProxyVote.com, scan the QR code on the reverse side, or easily request a paper copy (see reverse side).
We encourage you to access and review all of the information contained in the proxy materials before voting.
REGISTER TO ATTEND THE ANNUAL MEETING To vote and/or to register to attend the Annual Meeting, go to the “Register for Meeting” link at www.ProxyVote.com.
ADMISSION TICKET This Notice is your admission ticket. Please bring the Notice and valid government-issued photo identification with you to the Annual Meeting. Complete instructions can be found in the proxy statement. | |||||
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See the reverse side of this notice to obtain proxy materials and voting instructions.
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Before You Vote How to Access the Proxy Materials
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Proxy Materials Available to VIEW or RECEIVE: | ||||||||||||||
| PROXY STATEMENT ANNUAL REPORT | ||||||||||||||
| How to View Online: | ||||||||||||||
| Have the information that is printed
in the box marked by the arrow
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| How to Request and Receive a PAPER or E-MAIL Copy: | ||||||||||||||
| If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request: | ||||||||||||||
| 1) BY INTERNET: | www.ProxyVote.com | |||||||||||||
| 2) BY TELEPHONE: | 1-800-579-1639 | |||||||||||||
| 3) BY E-MAIL*: | sendmaterial@ProxyVote.com | |||||||||||||
| * If requesting materials by e-mail,
please send a blank e-mail with the information that is printed in the box marked by the arrow
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Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before May 9, 2018 to facilitate timely delivery.
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(located on the following page) and visit: www.ProxyVote.com, or scan the QR code below.
(located on the following page) in the subject line.| How To Vote Please Choose One of the Following Voting Methods
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Vote By Internet: Go to www.ProxyVote.com or from a smartphone, scan the QR code above. Have the information that is printed
in the box marked by the arrow
Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.
Vote By Telephone: You can vote by telephone by requesting a paper copy of the materials, which will include a proxy card that will provide instructions to vote these shares by proxy via telephone.
Vote In Person: Many stockholder meetings have attendance requirements including, but not limited to, the possession of an admission ticket issued by the entity holding the meeting. Please review the proxy materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares.
To register to attend the Annual Meeting, go to the “Register for Meeting” link at www.ProxyVote.com. This Notice is your admission ticket. Please bring this Notice and valid government-issued photo identification with you to the Annual Meeting. Complete instructions can be found in the proxy statement. | |||||||||||||
(located on the following page) available and follow the instructions.
| Voting Items | ||||||||||
| The Board of Directors recommends a vote FOR all the Director nominees listed, FOR Proposals 2, 3, 5, 6 and 7, and for 1 YEAR in Proposal 4.
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| 1. Election of three Class I Directors for a two-year term ending at the 2020 Annual Meeting of Stockholders
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5. Approval of the Brighthouse Financial, Inc. 2017 Stock and Incentive Compensation Plan
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| Nominees:
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6. Approval of the Brighthouse Financial, Inc. 2017 Non-Management Director Stock Compensation Plan
7. Approval of the Material Terms of the Performance Goals under the Brighthouse Services, LLC Temporary Incentive Deferred Compensation Plan
NOTE: Such other business as may properly come before the meeting or any adjournment thereof. | |||||||||
| 1a. John D. McCallion
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| 1b. Diane E. Offereins
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| 1c. Patrick J. Shouvlin
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| 2. Ratification of the appointment of Deloitte & Touche LLP as Brighthouse’s independent registered public accounting firm for fiscal year 2018
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| 3. Advisory vote to Approve the Compensation Paid to Brighthouse’s Named Executive Officers
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| 4. Advisory vote on the Frequency of Future Advisory Votes to Approve the Compensation Paid to Brighthouse’s Named Executive Officers |
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