Equitable Holdings, Inc.
1333986
May 28, 2025, 08:30 PM
0001333986-25-000023
Items (4)
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers At the Annual Meeting (as defined below) of Equitable Holdings, Inc. (the “ Company”), stockholders approved the amendment and restatement of the Company’s 2019 Omnibus Incentive Plan (as amended and restated, the “ Amended and Restated Equitable Holdings, Inc. 2019 Omnibus Incentive Plan”) to, among other things, increase the number of shares of common stock reserved for issuance thereunder by 14,500,000 shares to 41,700,000 shares. The foregoing description of the Amended and Restated Equitable Holdings, Inc. 2019 Omnibus Incentive Plan is qualified in its entirety by reference to the text of the Amended and Restated Equitable Holdings, Inc. 2019 Omnibus Incentive Plan, a copy of which is attached as Exhibit 3.1 to this Current Report on Form 8-K.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year As described under Item 5.07 of this report, on May 21, 2025, the Company held its Annual Meeting of Stockholders (the “ Annual Meeting”). At the Annual Meeting, the stockholders of the Company voted to approve amendments to the Company’s Second Amended and Restated Certificate of Incorporation (the “ Certificate of Incorporation”) to limit the liability of certain officers as permitted by Delaware law and to grant stockholders the right to call a special meeting. Prior to this latter amendment, the Certificate of Incorporation provided that only the Chairman of the Board, the Company’s Chief Executive Officer, or the Board itself could call special meetings of the stockholders. The material terms of the amendments are summarized under the headings “ Proposal No. 6” and “ Proposal No. 7” in the Company’s definitive proxy statement on Schedule 14A, filed with the U. S. Securities and Exchange Commission (the “ SEC”) on April 4, 2025 (the “ Definitive Proxy Statement”). In connection with the foregoing, and as described in the Definitive Proxy Statement, the Board also approved corresponding amendments (the “ By-Law Amendments”) to the Company’s Sixth Amended and Restated By-Laws. The full text of the Third Amended and Restated Certificate of Incorporation and Seventh Amended and Restated By-Laws are attached as Exhibits 3.2 and 3.3, respectively, to this Current Report on Form 8-K and are incorporated herein by reference in this Item 5.03. On May 28, 2025, following the Annual Meeting, the Company filed the Third Amended and Restated Certificate of Incorporation giving effect to the Amendments with the Secretary of State of the State of Delaware. The Seventh Amended and Restated By-Laws and all corresponding By-Law Amendments became effective thereafter.
Item 5.07 Submission of Matters to a Vote of Security Holders. At the Annual Meeting, eight proposals were submitted to the Company’s stockholders. The proposals are described in more detail in the Company’s Definitive Proxy Statement. The final voting results are as follows: Proposal 1: The Company’s stockholders elected the ten director nominees named in the Definitive Proxy Statement to serve until the 2026 annual meeting or until their successors are elected or have been qualified. The voting results are set forth below: Director Nominee For Against Abstain Broker Non-Vote ──────────────────────────────────────────────────────────────────────────────────────────────── Joan Lamm-Tennant 255,301,084 10,435,214 3,795,741 8,929,940 Douglas Dachille 269,044,455 415,597 71,987 8,929,940 Francis Hondal 269,045,523 368,520 117,996 8,929,940 Arlene Isaacs-Lowe 267,227,276 2,148,229 156,534 8,929,940 Daniel G. Kaye 251,192,598 18,267,916 71,525 8,929,940 Craig MacKay 269,009,928 368,848 135,263 8,929,940 Mark Pearson 269,274,953 139,380 117,706 8,929,940 Bertram L. Scott 262,287,751 7,097,965 146,323 8,929,940 George Stansfield 266,385,661 3,074,949 71,429 8,929,940 Charles G. T. Stonehill 269,162,911 252,146 116,982 8,929,940 Proposal 2: The Company’s stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2025. The voting results are set forth below: For Against Abstain Broker Non-Vote ───────────────────────────────────────────────────────────────── 260,727,879 17,647,472 86,628 0 Proposal 3: The Company’s stockholders approved an advisory resolution approving the compensation of the Company’s named executive officers. The voting results are set forth below: For Against Abstain Broker Non-Vote ───────────────────────────────────────────────────────────────── 254,110,904 15,019,909 401,226 8,929,940 Proposal 4: The Company’s stockholders approved an advisory resolution on the frequency of future advisory votes on executive compensation. The voting results are set forth below: 1 Year 2 Years 3 Years Abstain Broker Non-Vote ───────────────────────────────────────────────────────────────────────────── 263,580,005 337,919 5,537,144 76,971 8,929,940 After taking into consideration the foregoing voting results and the prior recommendation of the Company’s board of directors for a one year frequency for future Say-on-pay votes, the board of directors has determined that the Company will hold such future say-on-pay votes every year. Proposal 5: The Company’s stockholders approved amendment and restatement of the Company’s 2019 Omnibus Incentive Plan. The voting results are set forth below: For Against Abstain Broker Non-Vote ───────────────────────────────────────────────────────────────── 258,647,708 10,522,950 361,381 8,929,940 Proposal 6: The Company’s stockholders approved amendments to the Company’s Certificate of Incorporation to limit the liability of certain officers of the Company, as permitted by Delaware law. The voting results are set forth below: For Against Abstain Broker Non-Vote ───────────────────────────────────────────────────────────────── 246,097,756 23,331,744 102,539 8,929,940 Proposal 7: The Company’s stockholders approved amendments to the Company’s Certificate of Incorporation and By-laws to create a stockholder right to call a special meeting. The voting results are set forth below: For Against Abstain Broker Non-Vote ──────────────────────────────────────────────────────────────── 267,287,919 2,017,248 226,872 8,929,940 Proposal 8: The Company’s stockholders did not approve a stockholder proposal on the right to call special meetings of stockholders. The voting results are set forth below: For Against Abstain Broker Non-Vote ───────────────────────────────────────────────────────────────── 72,755,194 196,539,196 237,649 8,929,940
Item 9.01 Financial Statements and Exhibits. Exhibit Description 3.2 Third Amended and Restated Certificate of Incorporation of Equitable Holdings, Inc. effective May 21, 2025. 3.3 Equitable Holdings, Inc. Seventh Amended and Restated By-Laws, effective May 21, 2025. ──────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────── 3.1 Amended and Restated Equitable Holdings, Inc. 2019 Omnibus Incentive Plan. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. EQUITABLE HOLDINGS, INC. By: /s/ Ralph Petruzzo Name: Ralph Petruzzo Title: Deputy General Counsel