Equitable Holdings Inc
7 ballot items.
Corebridge and Equitable stockholders will vote on merger adoption proposals, non-binding advisory votes on transaction-related executive compensation, a Corebridge employee stock purchase plan adoption, and adjournment proposals to solicit additional proxies if needed.
On the ballot7
- 1
Corebridge Merger Agreement Proposal
ManagementBoard: FORAdopt the Agreement and Plan of Merger (the Merger Agreement) among Corebridge, Equitable and related entities to effect the mergers forming New Equitable.
More detail
Corebridge Proposal 1 asks stockholders to adopt the Agreement and Plan of Merger that will effect an all-stock combination of Corebridge and Equitable into New Equitable. Management seeks shareholder approval because adoption is a statutory condition to consummating the Mergers; without stockholder adoption the transaction cannot close. The proposal is transaction-related, with significant strategic, regulatory and governance implications including exchange ratios, treatment of equity awards, regulatory approvals and termination/fee provisions. The board and its advisers considered financial fairness opinions (Morgan Stanley for Corebridge; Goldman Sachs for Equitable), standalone and pro forma projections, synergies, and the potential benefits of scale, diversified businesses, and distribution strength. The board unanimously concluded after deliberation that the Merger Agreement and the Mergers are fair and in Corebridge stockholders’ best interests and recommends a vote FOR, citing anticipated synergies and enhanced long-term value. Approval requires a majority of outstanding shares entitled to vote, and abstentions or failures to provide instructions will effectively count as a vote AGAINST; broker non-votes are not expected. If stockholder approval fails, the Mergers will not proceed and each company remains independent; termination provisions and substantial termination fees apply in certain circumstances.
- 1
Equitable Merger Agreement Proposal
ManagementBoard: FORAdopt the Agreement and Plan of Merger (the Merger Agreement) to effect the mergers and formation of New Equitable.
More detail
Equitable Proposal 1 requests Equitable stockholders to adopt the Merger Agreement which is a closing condition for the Mergers; management seeks shareholder approval to permit the all-stock combination. The board recommends FOR after concluding the Merger Agreement, Mergers and related transactions are fair and advisable; management considered financial opinions, standalone and pro forma projections, synergies, regulatory approvals and governance impacts. Approval requires a majority of outstanding Equitable shares; abstentions or failures to vote are treated as a vote AGAINST. If approval fails, the Mergers cannot close and the parties may be subject to termination fee provisions.
- 2
Corebridge Advisory Compensation Proposal
ManagementBoard: FORNon-binding, advisory approval of transaction-related compensation payable to Corebridge’s named executive officers in connection with the Mergers.
More detail
Corebridge Proposal 2 is an advisory (non-binding) ‘say-on-pay’ vote focused specifically on the transaction-related compensation for Corebridge’s named executive officers disclosed as ’golden parachute’ arrangements. Management seeks shareholder input on potentially sizable payouts tied to the Mergers, which are not preconditions to closing. The board recommends FOR adoption to obtain shareholder support and transparency, but even if the advisory vote is not approved, the company may still pay amounts per contractual terms. The proposal’s context includes Section 14a-21 advisory rules under Dodd-Frank, the board’s consideration of governance optics, and potential reputational implications if significant executive payouts lack shareholder backing. The vote will not bind the board but could influence post-transaction compensation governance and stakeholder relations.
- 2
Equitable Advisory Compensation Proposal
ManagementBoard: FORNon-binding, advisory approval of transaction-related compensation payable to Equitable’s named executive officers in connection with the Mergers.
More detail
Equitable Proposal 2 is a non-binding advisory vote soliciting stockholder approval for the ‘golden parachute’ compensation arrangements for Equitable’s named executive officers related to the Mergers. Management seeks this advisory approval to provide shareholder input on large, transaction-related payouts disclosed under Item 402(t). The board recommends FOR; the vote is advisory and does not affect the parties’ obligations to close the Mergers, although it may influence post-closing governance and the optics of executive compensation.
- 3
Corebridge ESPP Proposal
ManagementBoard: FORAdopt the Corebridge 2026 Employee Stock Purchase Plan (ESPP) as described and attached, authorizing issuance of shares and related plan terms.
More detail
Corebridge Proposal 3 requests adoption of an employee stock purchase plan to provide equity purchase opportunities to employees. Management seeks approval to implement the plan to align employee interests with shareholders, aid retention and recruitment, and support the combined company’s long-term incentive structure. The board determined the ESPP is fair and recommended FOR. The ESPP is transaction-adjacent but not a condition to closing; its adoption is presented to stockholders likely to impact post-closing ownership, dilution and employee incentives. Considerations include grant size, dilution limits, eligibility, purchase periods, tax treatment, and interplay with equity awards converted in the Mergers.
- 3
Equitable Adjournment Proposal
ManagementBoard: FORAuthorize adjournment of the Equitable Special Meeting to solicit additional proxies if insufficient votes are present to approve the Merger Agreement or to allow timely dissemination of supplements or amendments to the proxy statement/prospectus.
More detail
Equitable Proposal 3 is a procedural adjournment authorization similar to Corebridge’s adjournment proposal, seeking shareholder approval to adjourn in order to allow additional solicitation of votes or to deliver supplemental disclosures. Management seeks this flexibility to secure necessary approvals or address regulatory or disclosure timing needs; the board recommends FOR. The proposal is routine and ensures the meeting can be reconvened if initial votes are insufficient.
- 4
Corebridge Adjournment Proposal
ManagementBoard: FORAuthorize adjournment of the Corebridge Special Meeting to solicit additional proxies if insufficient votes are present to approve the Merger Agreement or to allow timely dissemination of supplements or amendments to the proxy statement/prospectus.
More detail
Corebridge Proposal 4 is a procedural measure asking shareholders to authorize adjournment to allow for further solicitation of votes or to address proxy statement supplements. Management seeks this authority to ensure the Merger Agreement can secure the requisite shareholder approval if immediate votes are insufficient. The board recommends FOR; approval simply provides flexibility to reconvene and obtain additional proxies and does not change transaction terms. The proposal is routine but important to permit completion of the vote if initial turnout or support is inadequate.
Nominees on the ballot
Top institutional holders10
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | CANADA PENSION PLAN INVESTMENT BOARD | 6.5% | 18,218,634 | $676M |
| 2 | PRICE T ROWE ASSOCIATES INC /MD/ | 6.1% | 17,222,821 | $639M |
| 3 | BlackRock, Inc. | 5.4% | 15,140,171 | $562M |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.2% | 14,625,529 | $543M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 4.5% | 12,632,922 | $469M |
| 6 | STATE STREET CORP | 4.3% | 11,981,175 | $445M |
| 7 | Capital International Investors | 3.7% | 10,429,923 | $387M |
| 8 | BlackRock, Inc. | 3.0% | 8,316,983 | $309M |
| 9 | DIAMOND HILL CAPITAL MANAGEMENT INC | 2.6% | 7,192,046 | $267M |
| 10 | WELLINGTON MANAGEMENT GROUP LLP | 2.4% | 6,888,915 | $256M |
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Frequently asked questions
- When is the Equitable Holdings Inc 2026 special meeting?
- Equitable Holdings Inc (EQH) holds its 2026 special shareholder meeting on Thursday, July 30, 2026.
- What is the record date for the Equitable Holdings Inc 2026 meeting?
- The record date for the Equitable Holdings 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 Equitable Holdings Inc 2026 meeting?
- Shareholders will vote on 7 proposals at the Equitable Holdings Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.
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