Brighthouse Financial, Inc.

8-K · bhf-20260603.htm iXBRL

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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 3, 2026 (June 2, 2026)

 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
 Depositary Shares, each representing a 1/1,000th interest in a share of 5.375% Non-Cumulative Preferred Stock, Series C BHFAN The Nasdaq Stock Market LLC
 Depositary Shares, each representing a 1/1,000th interest in a share of 4.625% Non-Cumulative Preferred Stock, Series D BHFAM 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 2, 2026, Brighthouse Financial, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “2026 Annual Meeting”). At the 2026 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 on April 14, 2026 (the “2026 Proxy Statement”). The final voting results were as follows:

 Proposal 1 : The Company’s stockholders elected the nine director nominees named in the 2026 Proxy Statement to serve a one-year term ending at the Company’s 2027 Annual Meeting of Stockholders. The voting results are set forth below:

 Director Nominee For Against Abstain Broker Non-Vote
 C. Edward (“Chuck”) Chaplin 37,566,650 173,461 58,104 5,516,725
 Stephen C. Hooley 37,664,393 75,801 58,021 5,516,725
 Michael J. Inserra
 37,661,290 78,860 58,065 5,516,725
 Carol D. Juel 37,645,131 78,814 74,270 5,516,725
 Eileen A. Mallesch 37,600,089 133,864 64,262 5,516,725
 Diane E. Offereins 37,472,798 260,948 64,469 5,516,725
 Eric T. Steigerwalt 37,691,962 46,354 59,899 5,516,725
 Paul M. Wetzel 37,619,367 119,602 59,246 5,516,725
 Lizabeth H. Zlatkus 37,639,233 84,340 74,642 5,516,725

 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 2026. The voting results are set forth below:

 For Against Abstain Broker Non-Vote
 43,086,381 147,967 80,592 N/A

 Proposal 3 : The Company’s stockholders approved an advisory resolution approving the compensation of the Company’s named executive officers (the “Say-on-Pay” vote). The voting results are set forth below:

 For Against Abstain Broker Non-Vote
 37,075,125 545,676 177,414 5,516,725

 Item 9.01. Financial Statements and Exhibits.
 (d) Exhibits

 Exhibit No. Description
 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

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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/ Allie Lin
 Name: Allie Lin
 Title: Executive Vice President, General Counsel and
 Corporate Secretary

 Date: June 3, 2026

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