Brighthouse Financial Inc

1. 1

   Adopt the Agreement and Plan of Merger (Merger Proposal

   ManagementBoard: FOR

   Stockholders to vote to adopt the Agreement and Plan of Merger dated November 6, 2025 to effect the merger of Brighthouse Financial into a subsidiary of Aquarian, in which each outstanding share of common stock (other than excluded or dissenting shares) will be converted into the right to receive $70.00 in cash per share.

   More detail

   The Merger Proposal asks shareholders to approve the adoption of the Agreement and Plan of Merger, which would cause Merger Sub (an Aquarian subsidiary) to merge with and into Brighthouse Financial, leaving Brighthouse as an indirect wholly‑owned subsidiary of Aquarian. Shareholders of common stock (other than excluded or dissenting shares) would receive $70.00 per share in cash at the Effective Time. Management and the Board negotiated the agreement following a formal sale process that involved Goldman Sachs and Wells Fargo as financial advisors and review of alternative proposals; both advisors rendered fairness opinions that the $70 cash per share consideration is fair from a financial point of view. The Merger is subject to customary closing conditions including stockholder approval, regulatory approvals (HSR, certain state insurance regulator filings and FINRA approval for the broker‑dealer change of control) and the absence of injunctions. The Merger Agreement contains customary covenants (interim operating covenants, no‑solicit restrictions with a fiduciary out for a Superior Proposal), termination fees (Company Termination Fee ≈ $143.5 million; Parent Termination Fee ≈ $225.5 million) and provides for financing commitments (equity, investment and debt commitment letters) obtained contemporaneously, but completion is not conditioned on funding. The board unanimously determined the transaction is fair and in the Company’s best interests after considering strategic alternatives, premiums to market prices, certainty of value from an all‑cash transaction and the likelihood of closing, weighed against risks such as regulatory approvals, potential interruptions to business and lost future stockholder participation; it consequently recommends a vote FOR adoption of the Merger Agreement.

2. 2

   Advisory 'Golden Parachute' Vote on Merger‑Related Compensation (Compensation Proposal

   ManagementBoard: FOR

   An advisory, non‑binding shareholder vote to approve the compensation that may be paid or become payable to Brighthouse Financial’s named executive officers that is based on or otherwise relates to the Merger.

   More detail

   This advisory proposal asks stockholders to approve the ‘golden parachute’ compensation payable to named executive officers that is based on or otherwise related to the Merger. The vote is non‑binding and separate from the Merger approval; the Company states that the underlying payments will be payable if the Merger is consummated irrespective of the advisory vote, but the vote is required by Section 14A of the Exchange Act. The proxy contains detailed Item 402(t) disclosures including cash severance multiples, equity acceleration and cash‑out of unvested awards, treatment of awards granted after the signing (New RSU Awards converted to time‑vesting cash awards), and other change‑in‑control related benefits and severance plan provisions. Management and the Board recommend a vote FOR the proposal to satisfy the advisory ‘say‑on‑pay’ requirement and provide shareholder input on the compensation arrangements; the Board argues that the arrangements are consistent with market practice to ensure continuity of management and address retention in connection with the transaction, while noting that any ongoing employment compensation by Parent after the closing is not subject to this advisory vote.

3. 3

   Approve Adjournment of the Special Meeting (Adjournment Proposal

   ManagementBoard: FOR

   Proposal to approve, if necessary, the adjournment of the Special Meeting to a later date or dates to solicit additional proxies if there are not sufficient votes at the time of the Special Meeting to approve the Merger Proposal.

   More detail

   The Adjournment Proposal asks shareholders to authorize the Company to adjourn the Special Meeting to a later date or dates, if appropriate, for the purpose of soliciting additional proxies in order to obtain the required majority of outstanding shares to adopt the Merger Agreement. The adjournment authority would permit the Company to reconvene the Special Meeting if a quorum is present but insufficient votes have been obtained in favor of the Merger Proposal or if a quorum is lacking, thereby allowing management more time and flexibility to solicit additional proxies. The Board unanimously recommends a vote FOR the Adjournment Proposal to preserve the ability to adjourn and solicit further support when needed to approve the Merger, but the Company states it will not call the vote on the Adjournment Proposal if the Merger Proposal is approved at the Special Meeting.

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When is the Brighthouse Financial Inc 2026 special meeting?

Brighthouse Financial Inc (BHF) holds its 2026 special shareholder meeting on Thursday, February 12, 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, January 5, 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 8 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.