Brighthouse Financial Inc

1. 1

   Election of nine (9) Directors each to serve a one-year term ending at the 2027 Annual Meeting of Stockholders

   ManagementBoard: FOR

   Elect nine current director nominees to one-year terms expiring at the 2027 annual meeting.

2. 2

   Ratification of the appointment of Deloitte & Touche LLP as Brighthouse Financial’s independent registered public accounting firm for fiscal year 2026

   ManagementBoard: FOR

   Ratify the Audit Committee’s appointment of Deloitte & Touche LLP as the company’s independent auditor for fiscal year 2026.

3. 3

   Advisory vote to approve the compensation paid to Brighthouse Financial’s Named Executive Officers

   ManagementBoard: FOR

   Non-binding advisory (Say-on-Pay) vote to approve the compensation of the company’s Named Executive Officers as disclosed in the proxy statement.

   More detail

   This advisory proposal asks shareholders to approve, on a non-binding basis, the compensation paid to Brighthouse Financial’s Named Executive Officers as disclosed in the proxy statement. Management is seeking shareholder approval to confirm support for its pay-for-performance compensation framework, which for 2025 included short-term incentive (STI) metrics tied to corporate expenses, sales, and normalized statutory earnings, and long-term incentive (LTI) awards composed primarily of performance share units (PSUs) and restricted stock units (RSUs) with an rTSR modifier. The Compensation and Human Capital Committee and the Board emphasize alignment of pay with the Company’s strategic priorities—capital generation, expense discipline, and sales growth—and note governance features such as robust clawback/recoupment policies, stock ownership guidelines, independent consultant review, and limits on problematic pay practices. The advisory vote is non-binding, but the Board intends to consider the outcome and shareholder feedback when setting future compensation; the Company previously received 93.1% support on its 2025 Say-on-Pay vote. Company-specific context includes the completion of key strategic initiatives in 2025 (e.g., VA/Shield separation), strong normalized statutory earnings, and a pending Merger that affects certain award treatments and necessitated limited timing adjustments to some payments to mitigate excise-tax consequences. The Board recommends FOR the proposal on the grounds that the program incentivizes long-term value creation, uses measurable performance metrics and peer-relative TSR adjustments, and has features intended to limit excessive risk-taking. Because the vote is advisory, it will not directly alter existing awards, but an unfavorable outcome would prompt the Board and the Compensation Committee to engage with shareholders and potentially redesign elements of the program. Evaluating the merits of the proposal requires assessing the rigor of the stated performance metrics, the interplay between short- and long-term incentives (including the rTSR modifier), and how the program functioned in light of recent strategic transactions and capital decisions.

Upcoming shareholder meetings at Brighthouse Financial Inc’s closest sector peers — compare boards, ballots, and ownership across the cohort.

When is the Brighthouse Financial Inc 2026 annual meeting?

Brighthouse Financial Inc (BHF) holds its 2026 annual shareholder meeting on Tuesday, June 2, 2026.

What is the record date for the Brighthouse Financial Inc 2026 meeting?

The record date for the Brighthouse Financial Inc 2026 meeting is Monday, April 6, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Brighthouse Financial Inc's 2026 meeting?

The board is presenting 9 director nominees at the Brighthouse Financial Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Brighthouse Financial Inc 2026 meeting?

Shareholders will vote on 3 proposals at the Brighthouse Financial Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.