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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): June 11, 2020 (June 10, 2020)

Brighthouse Financial, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-37905

81-3846992

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

11225 North Community House Road
Charlotte,			North Carolina			28277
(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
Depositary Shares, each representing a 1/1,000th interest in a share of 6.750% Non-Cumulative Preferred Stock, Series B			BHFAO			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.

☐

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Item 5.07. Submission of Matters to a Vote of Security Holders.

On June 10, 2020, Brighthouse Financial, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, four 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 on April 29, 2020 (the “2020 Proxy Statement”). The final voting results were as follows:

Proposal 1: The Company’s stockholders elected eight director nominees named in the 2020 Proxy Statement to serve a one-year term ending at the Company’s 2021 Annual Meeting of Stockholders. The voting results are set forth below:

Director Nominee			For			Withhold			Broker Non-Vote
Irene Chang Britt			60,625,130			12,620,457			8,060,674
C. Edward (“Chuck”) Chaplin			72,962,272			283,315			8,060,674
Eileen A. Mallesch			60,822,226			12,423,361			8,060,674
Margaret M. (“Meg”) McCarthy			72,594,793			650,794			8,060,674
Diane E. Offereins			60,702,646			12,542,941			8,060,674
Patrick J. (“Pat”) Shouvlin			72,962,168			283,419			8,060,674
Eric T. Steigerwalt			72,959,889			285,698			8,060,674
Paul M. Wetzel			60,913,698			12,331,889			8,060,674

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 2020. The voting results are set forth below:

For			Against			Abstain			Broker Non-Vote
81,084,769			134,155			87,337			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:

For			Against			Abstain			Broker Non-Vote
71,462,652			1,605,552			177,383			8,060,674

Proposal 4: The Company’s stockholders approved an amendment of the Brighthouse Financial, Inc. Employee Stock Purchase Plan. The voting results are set forth below:

For			Against			Abstain			Broker Non-Vote
72,945,143			174,818			125,626			8,060,674

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SIGNATURES

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.

BRIGHTHOUSE FINANCIAL, INC.

By:

/s/ D. Burt Arrington

Name:

D. Burt Arrington

Title:

Corporate Secretary

Date: June 11, 2020