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): March 27, 2023
(Exact name of registrant as specified in its charter)
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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.
On March 27, 2023, the Board of Directors (the “Board”) of Brighthouse Financial, Inc. (the “Company”) increased the number of directors serving on the Board from nine to ten and appointed Philip V. (“Phil”) Bancroft as a member of the Board to fill the resulting vacancy and serve until the Company’s 2023 annual meeting of stockholders (the “2023 Annual Meeting”). Mr. Bancroft was also appointed to serve on the Audit Committee and the Investment Committee of the Board.
In accordance with the Company’s Corporate Governance Principles, which state that, absent exception, members of the Board may not stand for reelection or be appointed to the Board after reaching the age of 72, current member of the Board, Patrick J. (“Pat”) Shouvlin, will not stand for reelection at the 2023 Annual Meeting. Upon Mr. Shouvlin’s retirement, and effective upon the 2023 Annual Meeting, the Board expects to reduce the size of the Board back to nine. In addition, the Board expects to appoint Mr. Bancroft to succeed Mr. Shouvlin as Chair of the Audit Committee of the Board upon Mr. Shouvlin’s retirement. Mr. Shouvlin will assist Mr. Bancroft in the transition of his duties as Chair of the Audit Committee of the Board.
After considering all the relevant facts and circumstances, the Board determined that Mr. Bancroft qualifies as an independent director under applicable listing standards of The Nasdaq Stock Market LLC and as an “audit committee financial expert” under the applicable rules of the U.S. Securities and Exchange Commission (the “SEC”). There are no arrangements or understandings between Mr. Bancroft and any other persons pursuant to which he was selected as a director. There are no transactions in which Mr. Bancroft has a direct or indirect material interest requiring disclosure under Item 404(a) of Regulation S-K.
Mr. Bancroft will be compensated for his service as a director in accordance with the Company’s current compensation program for independent members of the Board. Such compensation program is described in more detail in the Company’s Definitive Proxy Statement on Schedule 14A filed with the SEC on April 26, 2022 under “Board and Corporate Governance Practices — Director Compensation.”
A copy of the news release issued by the Company on March 27, 2023 announcing the appointment of Mr. Bancroft is attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | ||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | ||||
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/ Jacob M. Jenkelowitz | ||||||||||
| Name: Jacob M. Jenkelowitz | |||||||||||
| Title: Corporate Secretary | |||||||||||
Date: March 27, 2023
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PUBLIC RELATIONS Brighthouse Financial, Inc. 11225 N. Community House Rd. Charlotte, NC 28277 |  | ||||
Exhibit 99.1
FOR IMMEDIATE RELEASE
Brighthouse Financial Appoints Philip V. Bancroft to Board of Directors
CHARLOTTE, NC, March 27, 2023 — Brighthouse Financial, Inc. ("Brighthouse Financial" or the "company") (Nasdaq: BHF) announced that today its Board of Directors (the “Board”) appointed Philip V. ("Phil") Bancroft as an independent member of the Board. Mr. Bancroft was also designated by the Board as an “audit committee financial expert” under applicable U.S. Securities and Exchange Commission rules and appointed to serve on the Audit Committee and Investment Committee.
“Phil’s nearly two decades of experience as a chief financial officer at large, publicly traded insurance companies make him a tremendous asset to the Brighthouse Financial Board of Directors,” said C. Edward (“Chuck”) Chaplin, chairman of the Board, Brighthouse Financial. “He has a proven track record of executive leadership and will bring valuable insight and perspectives that will further enhance our Board. I am very pleased that he is joining us.”
Current Director Patrick J. (“Pat”) Shouvlin will not stand for reelection at the company’s 2023 annual meeting of stockholders in accordance with the company’s mandatory retirement policy for directors. Following Mr. Shouvlin’s retirement from the Board, the Board expects to appoint Mr. Bancroft to succeed Mr. Shouvlin as chair of the Audit Committee. Mr. Shouvlin will assist Mr. Bancroft in the transition of his duties as chair of the Audit Committee.
Mr. Bancroft most recently served as chief financial officer and executive vice president of Chubb, the world’s largest publicly traded property and casualty insurance company, from which he retired in 2021. Prior to that, he was chief financial officer of ACE Limited from 2002 until ACE’s acquisition of Chubb in 2016, at which time he became chief financial officer of Chubb. Prior to joining ACE, he spent nearly 20 years at PricewaterhouseCoopers in various roles, last serving as partner-in-charge for its New York regional insurance practice.
About Brighthouse Financial, Inc.
Brighthouse Financial, Inc. (Brighthouse Financial) (Nasdaq: BHF) is on a mission to help people achieve financial security. As one of the largest providers of annuities and life insurance in the U.S.,1 we specialize in products designed to help people protect what they've earned and ensure it lasts. Learn more at brighthousefinancial.com.
1 Ranked by 2021 admitted assets. Best’s Review®: Top 200 U.S. Life/Health Insurers. AM Best, 2022.
| CONTACT | |||||
FOR INVESTORS Dana Amante (980) 949-3073 damante@brighthousefinancial.com | FOR MEDIA Deon Roberts (980) 949-3071 deon.roberts@brighthousefinancial.com | ||||
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