Corebridge Financial Inc

1. 1

   Corebridge Merger Agreement Proposal

   ManagementBoard: FOR

   Proposal to adopt the Agreement and Plan of Merger among Corebridge, Equitable Holdings, Inc., Mountain Holding, Inc., Palisade Holding, Inc. and Marcy Holding, Inc., dated March 26, 2026, effecting an all-stock transaction combining Corebridge and Equitable into New Equitable.

   More detail

   This management proposal asks Corebridge stockholders to adopt the Merger Agreement that will effect an all-stock combination of Corebridge and Equitable into a newly formed holding company (New Equitable) through a two-step merger (Corebridge Merger followed by Equitable Merger). Management seeks shareholder approval because under Delaware law the Merger Agreement requires the affirmative vote of Corebridge’s holders of a majority of outstanding Corebridge Common Stock, and the closing of the Mergers is conditioned on both Corebridge and Equitable stockholder approvals. The Merger Term Sheet and Merger Agreement specify exchange ratios (1.000 Corebridge : 1.000 New Equitable share; Equitable : New Equitable 1 : 1.55516) and other structural terms including conversion mechanics, treatment of equity awards, and governance arrangements for New Equitable. The board’s recommendation is framed around strategic rationales: scale across retirement, life, wealth and asset management, expected synergies and combined AUM, and the belief that the transaction delivers greater growth and value for stockholders. The Merger Agreement contains customary covenants (no-solicit, notice of acquisition proposals), termination fee provisions, and change-of-recommendation mechanics and limitations, which are relevant to risk assessment and break-fee exposure. The board noted potential conflicts of interest (directors and executives have interests different from public stockholders), disclosed related-party holdings (e.g., Nippon Life support) and provided fairness analysis and financial advisor opinions to support its view. Voting consequences and thresholds (majority of outstanding shares, broker non-votes not expected) are clearly disclosed, and management emphasizes that failure to approve would prevent completion of the Mergers and leave the companies as independent entities. Given the complexity and materiality of the transaction, stockholders should weigh the board’s strategic case, the financial advisor fairness opinion, projected synergies, and alternatives, including the Merger Agreement’s protections and the fact that adoption is a condition to closing.

2. 1

   Equitable Merger Agreement Proposal

   ManagementBoard: FOR

   Proposal to adopt the Agreement and Plan of Merger among Equitable, Corebridge, Mountain Holding, Inc., Palisade Holding, Inc. and Marcy Holding, Inc., dated March 26, 2026, effecting an all-stock transaction combining Equitable and Corebridge into New Equitable.

   More detail

   This management proposal asks Equitable stockholders to adopt the Merger Agreement necessary to effect the two-step all-stock combination with Corebridge under the structure set forth in the Merger Agreement (Corebridge Merger followed by Equitable Merger), and is a legal condition to closing the transactions. Management and the Equitable board seek approval because the Merger Agreement requires the affirmative vote of a majority of outstanding Equitable Common Stock, and Equitable’s obligation to close depends on this approval. The board’s recommendation is grounded on strategic rationale presented in the proxy: creating a scaled retirement, life, wealth and asset management company with projected synergies, enhanced distribution capabilities, and combined AUM of approximately $1.5 trillion. The Merger Agreement contains customary covenants (no-solicit, standstill/notice requirements for acquisition proposals), termination fee mechanics, and protections for both parties; it also addresses treatment of equity awards, governance, and listing intentions for New Equitable. Equitable obtained a fairness opinion from its financial advisor (Goldman Sachs) and disclosed potential director/executive interests; these materials and pro forma financial information are provided for shareholders to evaluate value trade-offs and dilution. Voting mechanics, record date, quorum, and broker non-vote expectations are disclosed; the board underscores that failure to approve would prevent closing and leave Equitable independent. Analysts should evaluate the financial adviser analyses, projected synergies, regulatory/approval risks, governance changes post-close, and relative exchange ratios when assessing merits of the proposal.

3. 2

   Corebridge Advisory Compensation Proposal

   ManagementBoard: FOR

   Non-binding, advisory proposal to approve the compensation that may be paid or become payable to Corebridge’s named executive officers in connection with the transactions (golden parachute/transaction-related compensation) as disclosed pursuant to Item 402(t) of Regulation S-K.

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   This is a non-binding advisory (‘‘say-on-pay’’-style) proposal asking Corebridge stockholders to approve the disclosure and potential payment of transaction-related compensation to Corebridge’s named executive officers in connection with the Mergers. Under Dodd-Frank and SEC rules, the company solicits this advisory vote to provide stockholders an opportunity to express their views on golden parachute and other merger-related payouts disclosed under Item 402(t) of Regulation S-K. Management emphasizes that the vote is advisory only and not a condition to closing; compensation will be paid in accordance with actual contract terms regardless of the advisory result. The board’s unanimous recommendation to vote FOR reflects its view that the disclosed arrangements are appropriate in the context of the Mergers and were considered in the board’s overall evaluation of the transaction. For sophisticated assessment, key considerations include the magnitude and structure of payouts, potential retention incentives versus rewards for change-in-control, alignment with long-term shareholder interests, and disclosure adequacy. The company notes that abstentions or failure to vote on this proposal will be treated as votes AGAINST for Corebridge’s voting calculation rules at the special meeting, which may affect perceived investor sentiment but not the legal consummation of the Merger. Analysts should consider this advisory vote as a governance signal: a negative outcome could reflect investor dissatisfaction with executive incentives and may influence board and management reputational risk and future compensation design, whereas a positive outcome supports management’s compensation framing.

4. 2

   Equitable Advisory Compensation Proposal

   ManagementBoard: FOR

   Non-binding, advisory proposal to approve the compensation that may be paid or become payable to Equitable’s named executive officers in connection with the transactions (transaction-related/’golden parachute’ compensation) as disclosed pursuant to Item 402(t) of Regulation S-K.

   More detail

   This management-sponsored, non-binding advisory proposal invites Equitable stockholders to approve the disclosure and possible payment of transaction-related compensation to Equitable’s named executive officers in connection with the Mergers. The vote is requested under Dodd-Frank/Rule 14a-21(c) to provide shareholders an opportunity to register their views on the structure and quantum of golden-parachute style payments and related agreements disclosed under Item 402(t) of Regulation S-K. Equitable emphasizes that the vote is advisory and not a condition to closing, and that transaction-related compensation may still be paid in accordance with contractual terms even if the advisory vote fails. The board’s unanimous recommendation to vote FOR reflects management and the board’s view that the compensation arrangements are appropriate in the merger context and were factored into their approval of the Mergers. From a governance perspective, important analytic points include the size of payouts relative to prospective value creation, retention versus change-in-control pay, disclosure sufficiency, and whether the pay practices align management incentives with post-close shareholder value. A negative advisory outcome could signal investor concern and create reputational or governance pressure for future compensation design, while an affirmative vote supports management’s framing of the arrangements.

5. 3

   Corebridge ESPP Proposal

   ManagementBoard: FOR

   Proposal to adopt the Corebridge 2026 Employee Stock Purchase Plan (ESPP) as described in Annex H and the narrative disclosure titled “The Corebridge ESPP.”

   More detail

   This management proposal asks Corebridge stockholders to approve the adoption of the Corebridge 2026 Employee Stock Purchase Plan, which would permit eligible employees to purchase Corebridge (or New Equitable upon consummation) common stock under specified terms. Management seeks shareholder approval because equity compensation plans typically require shareholder authorization for shares reserved, tax-qualified features, or plan operation in connection with a change-in-control; the ESPP is attached as Annex H and its adoption is presented as part of the merger-related governance package. The board frames the ESPP as fair and in the best interests of the company and stockholders, emphasizing employee retention, alignment of employee incentives with long-term shareholder value, and facilitating participation across the employee base. The proposal is not a condition to the Merger but is presented in the context of post-closing equity governance and compensation frameworks; management indicates that the ESPP and Merger terms were each considered in the board’s deliberations. Key due-diligence points for analysts include the size of the share reserve, discount and look-back features, dilution impact, eligibility, and acceleration or treatment provisions in the event of the Merger. The proxy explains voting treatment and thresholds and notes that an abstention on the ESPP is treated as a vote AGAINST in the meeting rules, stressing the practical importance of affirmative votes to implement the plan. Overall, adoption would be read as management’s move to implement a standardized employee purchase vehicle for New Equitable post-transaction to support retention and employee ownership objectives.

6. 3

   Equitable Adjournment Proposal

   ManagementBoard: FOR

   Proposal to approve adjournment of the Equitable Special Meeting to solicit additional proxies if there are not sufficient shares represented and voting to approve the Equitable Merger Agreement Proposal or to permit timely supplementation of proxy materials.

   More detail

   This management proposal requests Equitable stockholders’ authority to adjourn the Equitable special meeting in order to solicit additional proxies if necessary to obtain the requisite vote to approve the Merger Agreement or to permit delivery of any required supplemental or amended proxy materials. The adjournment authority is a routine procedural request in contested or large-scale corporate transactions that gives the issuer flexibility to complete solicitation and address disclosure needs without abandoning the meeting. The board’s recommendation to approve the adjournment reflects a precautionary measure to preserve the path to closing if initial vote counts are insufficient or if regulatory/market developments necessitate supplemental disclosures. From an analyst perspective, granting adjournment powers can be neutral or beneficial to deal completion probability, but extended adjournments could increase uncertainty and prolong the period of integration planning and regulatory review. The vote threshold is a majority of shares present or represented; abstentions are treated effectively as votes against under the meeting rules, which can affect the practical likelihood of adjournment approval. The proposal does not change substantive deal terms; it simply authorizes procedural actions to facilitate achieving the requisite stockholder approvals and finalizing the transaction.

7. 4

   Corebridge Adjournment Proposal

   ManagementBoard: FOR

   Proposal to approve adjournment of the Corebridge Special Meeting to solicit additional proxies if there are not sufficient shares represented and voting to approve the Corebridge Merger Agreement Proposal.

   More detail

   This management proposal seeks shareholder authorization to adjourn the Corebridge special meeting in order to solicit additional proxies if there are not sufficient votes or to permit timely distribution of any required supplements or amendments to the proxy materials. Management is asking for a straightforward procedural authority commonly requested in transactions: if votes are insufficient to approve the merger or if proxy materials require updating, an adjournment would allow additional solicitation time without having to reconvene or refile. The adjournment proposal is structured so that approval requires a majority of the shares present or represented and entitled to vote at the special meeting, with abstentions treated as votes against under the stated meeting rules. The board recommends FOR to ensure flexibility to complete the vote in the event of shortfalls, and to preserve the opportunity to close the transaction by addressing outstanding voting deficits. For analysis, note that adjournments can be used to solicit additional institutional support and to incorporate disclosures required by regulators or requested by advisors; however, repeated adjournments can prolong deal certainty and increase execution risk or regulatory/media scrutiny. The company indicates no change to substantive deal terms is enabled by the adjournment vote, and the adjournment is not a substitute for obtaining the required shareholder approvals for the Merger itself. Approving the adjournment is a common procedural step that eases the logistics of achieving the Requisite Vote and completing the transaction.

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When is the Corebridge Financial Inc 2026 special meeting?

Corebridge Financial Inc (CRBG) holds its 2026 special shareholder meeting on Thursday, July 30, 2026.

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

The record date for the Corebridge Financial Inc 2026 meeting is Monday, June 22, 2026. Shareholders of record on or before that date are eligible to vote.

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

Shareholders will vote on 7 proposals at the Corebridge Financial Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.