Washington, D.C. 20549







Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 14, 2019 (June 13, 2019)





Brighthouse Financial, Inc.

(Exact name of registrant as specified in its charter)




Delaware   001-37905   81-3846992

(State or other jurisdiction

of incorporation)



File Number)


(IRS Employer

Identification No.)


11225 North Community House Road

Charlotte, North Carolina

(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (980) 365-7100

Not Applicable

(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 each exchange on which registered

Common Stock, par value $0.01 per share   BHF   The Nasdaq Stock Market LLC
Depositary Shares, each representing a 1/1,000th interest in a share of 6.600% Non-Cumulative Preferred Stock, Series A   BHFAP   The Nasdaq Stock Market LLC
6.250% Junior Subordinated Debentures due 2058   BHFAL   The Nasdaq Stock Market LLC

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 5.07.

Submission of Matters to a Vote of Security Holders.

On June 13, 2019, Brighthouse Financial, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, three proposals were submitted to the Company’s stockholders. The proposals are described in more detail in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 29, 2019 (the “2019 Proxy Statement”). The final voting results were as follows:

Proposal 1: The Company’s stockholders elected the four Class II director nominees named in the Company’s 2019 Proxy Statement to serve a one-year term ending at the Company’s 2020 Annual Meeting of Stockholders. The voting results are set forth below:


Director Nominee

   For        Withhold        Broker Non-Vote

Irene Chang Britt

     70,523,517          13,086,214        4,941,167

C. Edward Chaplin

     83,111,646          498,085        4,941,167

Eileen A. Mallesch

     83,029,148          580,583        4,941,167

Paul M. Wetzel

     70,824,757          12,784,974        4,941,167

Proposal 2: The Company’s stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2019. The voting results are set forth below:








Broker Non-Vote

88,264,282    124,883    161,733    N/A

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:








Broker Non-Vote

80,948,322    2,392,820    268,589    4,941,167





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.


By:   /s/ D. Burt Arrington
Name:    D. Burt Arrington
Title:   Corporate Secretary

Date: June 14, 2019