UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 26, 2023
| AMERIPRISE FINANCIAL, INC. | ||||
| (Exact name of registrant as specified in its charter) | ||||
| Delaware | 001-32525 | 13-3180631 | ||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
1099 Ameriprise Financial Center Minneapolis, Minnesota | 55474 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (612) 671-3131
Former name or former address, if changed since last report: Not Applicable
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 (see General Instruction A.2. below):
¨ 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 | Name of each exchange on which registered | ||
| Common Stock (par value $.01 per share) | AMP | New York Stock Exchange |
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 April 28, 2023, Ameriprise Financial, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Original Report”) disclosing the original results of the Company’s annual meeting of shareholders on April 26, 2023, including that shareholders selected, on a non-binding, advisory basis, every 1 year as the preferred frequency for the advisory vote on named executive compensation.
This Form 8-K/A amends the Original Report to disclose that on June 6, 2023, in light of the outcome of the shareholder vote and other relevant factors, the Company’s Board of Directors adopted a resolution providing that a non-binding, advisory vote on named executive compensation will be held on an annual basis until the next vote on the frequency of say on pay votes.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description | |
| Exhibit 104 | Cover page is formatted in iXBRL (Inline eXtensible Business Reporting Language) |
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, thereunto duly authorized.
| AMERIPRISE FINANCIAL, INC. (Registrant) | ||
| Date: June 8, 2023 | By: | /s/ Wendy B. Mahling |
| Name: | Wendy B. Mahling | |
| Title: | Senior Vice President, Corporate Secretary & Securities and Corporate Law | |