Corebridge Financial, Inc.
Items (3)
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On July 9, 2025, Corebridge Financial, Inc. (“ Corebridge” or the “ Company”) held a special meeting of stockholders (the “ Special Meeting”). At the Special Meeting, the Company’s stockholders approved two amendments (the “ Charter Amendments”) to the Company’s existing Amended and Restated Certificate of Incorporation. As further disclosed in Proposals 1 and 2 of the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on May 27, 2025 (the “ Special Meeting Proxy Statement”), the Charter Amendments (i) expressly authorize the Board of Directors of Corebridge (the “ Board”) to approve amendments to Corebridge’s Second Amended and Restated By-laws (the “ Board Authorization Amendment”) and (ii) implement provisions governing stockholder action by written consent, including a requirement that stockholders owning at least 25% of the voting power of the outstanding shares of Corebridge’s capital stock entitled to consent on the action sought to be taken by written consent must submit a written request before the Board is required to fix a record date for stockholders entitled to take action by written consent without Board support (the “ Written Consent Amendment”). The Charter Amendments became effective upon the filing of a Second Amended and Restated Certificate of Incorporation (the “ Amended and Restated Charter”) with the Secretary of State of the State of Delaware on July 9, 2025. The foregoing description of the Amended and Restated Charter does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Charter, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference herein.
Item 5.07 Submission of Matters to a Vote of Security Holders. Corebridge held the Special Meeting, via live webcast, for the following purposes: (i) vote to approve the Board Authorization Amendment; (ii) vote to approve the Written Consent Amendment; and (iii) vote to approve the adjournment of the Special Meeting, from time to time, if necessary or appropriate, as determined in good faith by the Board, including to solicit additional proxies if there are not sufficient votes in favor of any of the Charter Amendments (the “ Adjournment of Special Meeting”). For more information about the foregoing proposals, see the Special Meeting Proxy Statement. As of the close of business on May 13, 2025, the record date for the Special Meeting, 549,704,830 shares of the Company’s Common Stock, par value $0.01 per share, were issued and outstanding and entitled to vote at the Special Meeting. Set forth below are the voting results for the proposals considered and voted upon at the Special Meeting. 1. Board Authorization Amendment. A proposal to approve the Board Authorization Amendment. The proposal was approved, and the voting results are as follows:
Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description of Exhibit 3.1 Second Amen ded and Restated Certifica te of Incorporation of Corebridge Financial, I nc. dated July 9, 2025. ────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────── 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). SIGNATURES 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. Corebridge Financial, Inc. Date: July 9, 2025 By: /s/Jeannette N. Pina Name: Jeannette N. Pina Title: Deputy General Counsel and Secretary