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 19, 2022
Equitable Holdings, Inc.
(Exact name of registrant as specified in its charter)
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Delaware | 001-38469 | 90-0226248 |
(State or other jurisdiction of | (Commission File Number) | (I.R.S. Employer |
incorporation or organization) | | Identification No.) |
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1290 Avenue of the Americas, New York, New York | 10104 |
(Address of principal executive offices) | (Zip Code) |
(212) 554-1234
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or 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)) |
Title of each class | | Trading Symbol | | Name of Exchange on which registered |
Common Stock | | EQH | | New York Stock Exchange |
Depositary Shares, each representing a 1/1,000th interest in a share of Fixed Rate Noncumulative Perpetual Preferred Stock, Series A | | EQH PR A | | New York Stock Exchange |
Depositary Shares, each representing a 1/1,000th interest in a share of Fixed Rate Noncumulative Perpetual Preferred Stock, Series C | | EQH PR C | | 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 (17 CFR 230.405) or Rule 12b-2 under the Exchange Act (17 CFR 240.12b-2).
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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As described under Item 5.07 of this report, on May 19, 2022, the Company held its Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the stockholders of the Company voted to approve amendments to the Company’s Amended and Restated Certificate of Incorporation to remove supermajority voting requirements and references to the AXA Shareholder Agreement and other obsolete provisions (the “Amendments”). The material terms of the Amendments are summarized under the headings “Proposal No. 4” in the Company’s definitive proxy statement on Schedule 14A, filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 6, 2022 (the “Definitive Proxy Statement”). In connection with the foregoing, and as described in the Definitive Proxy Statement, the Board also approved the corresponding amendments (the “By-Law Amendments”) to the Company’s Fourth Amended and Restated By-Laws.
The full text of the Second Amended and Restated Certificate of Incorporation and Fifth Amended and Restated By-Laws are attached as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference in this Item 5.03.
On May 19, 2022, following the Annual Meeting, the Company filed the Second Amended and Restated Certificate of Incorporation giving effect to the Amendments with the Secretary of State of the State of Delaware. The Fifth Amended and Restated By-Laws and all corresponding By-Law Amendments became effective thereafter.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, four proposals were submitted to the Company’s stockholders. The proposals are described in more detail in the Definitive Proxy Statement. The final voting results are as follows:
Proposal 1: The Company’s stockholders elected the eight director nominees named in the Definitive Proxy Statement to serve until the 2023 annual meeting or until their successors are elected or have been qualified. The voting results are set forth below:
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Director Nominee | | For | | Against | | Abstain | | Broker Non-Vote |
Francis A. Hondal | | 341,623,994 | | 3,539,373 | | 14,874 | | 11,508,387 |
Daniel G. Kaye | | 343,487,027 | | 1,676,103 | | 15,111 | | 11,508,387 |
Joan Lamm-Tennant | | 302,975,498 | | 40,924,984 | | 1,277,759 | | 11,508,387 |
Kristi A. Matus | | 336,907,944 | | 8,257,092 | | 13,205 | | 11,508,387 |
Mark Pearson | | 344,637,460 | | 526,268 | | 14,513 | | 11,508,387 |
Bertram L. Scott | | 337,062,456 | | 8,101,272 | | 14,513 | | 11,508,387 |
George Stansfield | | 344,160,329 | | 1,002,748 | | 15,164 | | 11,508,387 |
Charles G.T. Stonehill | | 339,378,053 | | 5,785,661 | | 14,527 | | 11,508,387 |
Proposal 2: The Company’s stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2022. The voting results are set forth below:
| | | | | | |
For | | Against | | Abstain | | Broker Non-Vote |
344,789,564 | | 11,875,368 | | 21,696 | | 0 |
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 |
330,277,404 | | 14,768,402 | | 132,435 | | 11,508,387 |
Proposal 4: The Company’s stockholders approved amendments to the Company’s Amended and Restated Certificate of Incorporation to remove supermajority voting requirements and references to the AXA Shareholder Agreement and other obsolete provisions. The voting results are set forth below:
| | | | | | |
For | | Against | | Abstain | | Broker Non-Vote |
345,103,137 | | 55,124 | | 19,980 | | 11,508,387 |
Item 9.01 Exhibits.
SIGNATURE
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.
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| | | EQUITABLE HOLDINGS, INC. |
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Date: May 20, 2022 | | | By: | /s/ Ralph Petruzzo |
| | | Name: | Ralph Petruzzo |
| | | Title: | Associate General Counsel |
