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BHF Brighthouse Financial

Filed: 9 Apr 18, 8:00pm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

 

 

Filed by the Registrant  ☒                             Filed by a Party other than the Registrant  ☐

Check the appropriate box:

 

 Preliminary Proxy Statement
 Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
 Definitive Proxy Statement
 Definitive Additional Materials
 Soliciting Material under Rule 14a-12

BRIGHTHOUSE FINANCIAL, INC.

(Name of Registrant as Specified In Its Charter)

Payment of Filing Fee (Check the appropriate box):

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 Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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Amount Previously Paid:

 

     

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*** Exercise YourRight to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the

Annual Meeting of Stockholders to be Held on May 23, 2018.

 

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Meeting Information

 

Meeting Type:        Annual Meeting

    For holders as of:   March 26, 2018
    Date:  May 23, 2018       Time:   8:30 AM EDT
    Location:  

The Ballantyne Hotel

10000 Ballantyne Commons Parkway

Charlotte, North Carolina 28277

 

     
  

 

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BRIGHTHOUSE FINANCIAL, INC.

11225 N COMMUNITY HOUSE RD

CHARLOTTE, NC 28277

  

 

NOTICE OF ANNUAL MEETING AND ADMISSION TICKET

 

You are receiving this communication because you hold shares in Brighthouse Financial, Inc.

 

This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.ProxyVote.com, scan the QR code on the reverse side, or easily request a paper copy (see reverse side).

 

We encourage you to access and review all of the information contained in the proxy materials before voting.

 

REGISTER TO ATTEND THE ANNUAL MEETING

To vote and/or to register to attend the Annual Meeting, go to the “Register for Meeting” link atwww.ProxyVote.com.

 

ADMISSION TICKET

This Notice is your admission ticket. Please bring the Notice and valid government-issued photo identification with you to the Annual Meeting. Complete instructions can be found in the proxy statement.

    

 

See the reverse side of this notice to obtain

proxy materials and voting instructions.

 

    
    
    
    


 

 

Before You Vote

    How to Access the Proxy Materials

 

 

 

Proxy Materials Available to VIEW or RECEIVE:

 

PROXY STATEMENT            ANNUAL REPORT

 
 

How to View Online:

 

Have the information that is printed in the box marked by the arrowLOGO (located on the following page) and visit:www.ProxyVote.com,orscan the QR code below.

 
 

How to Request and Receive a PAPER or E-MAIL Copy:

 

If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:

  1) BY INTERNET:   www.ProxyVote.com  
  2) BY TELEPHONE:   1-800-579-1639  
  3) BY E-MAIL*:   sendmaterial@ProxyVote.com  
 
 

* If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrowLOGO (located on the following page) in the subject line.

 

Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor.

Please make the request as instructed above on or before May 9, 2018 to facilitate timely delivery.

 

 

  How To Vote

      Please Choose One of the Following Voting Methods

 

 

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Vote By Internet: Go to www.ProxyVote.com or from a smartphone, scan the QR code above. Have the information that is printed in the box marked by the arrowLOGO (located on the following page) available and follow the instructions.

 

Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.

 

Vote By Telephone: You can vote by telephone by requesting a paper copy of the materials, which will include a proxy card that will provide instructions to vote these shares by proxy via telephone.

 

Vote In Person: Many stockholder meetings have attendance requirements including, but not limited to, the possession of an admission ticket issued by the entity holding the meeting. Please review the proxy materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares.

 

To register to attend the Annual Meeting, go to the “Register for Meeting” link at www.ProxyVote.com. This Notice is your admission ticket. Please bring this Notice and valid government-issued photo identification with you to the Annual Meeting. Complete instructions can be found in the proxy statement.

  
  
   
       
       
       


         Voting Items                
 

The Board of Directors recommends a voteFOR all

the Director nominees listed,FOR Proposals 2, 3, 5,

6 and 7, and for1 YEAR in Proposal 4.

 

  
 

1.  Election of three Class I Directors for a two-year term ending at the 2020 Annual Meeting of Stockholders

 

  

5.  Approval of the Brighthouse Financial, Inc. 2017 Stock and Incentive Compensation Plan

 

 

     Nominees:

 

  

6.  Approval of the Brighthouse Financial, Inc. 2017 Non-Management Director Stock Compensation Plan

 

7.  Approval of the Material Terms of the Performance Goals under the Brighthouse Services, LLC Temporary Incentive Deferred Compensation Plan

 

NOTE: Such other business as may properly come before the meeting or any adjournment thereof.

 

     1a.     John D. McCallion

 

  
 

     1b.     Diane E. Offereins

 

  
 

     1c.     Patrick J. Shouvlin

 

  
 

2.  Ratification of the appointment of Deloitte & Touche LLP as Brighthouse’s independent registered public accounting firm for fiscal year 2018

 

  
 

3.  Advisory vote to Approve the Compensation Paid to Brighthouse’s Named Executive Officers

 

  
 

4.  Advisory vote on the Frequency of Future Advisory Votes to Approve the Compensation Paid to Brighthouse’s Named Executive Officers

  

 

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