Corebridge Financial, Inc.
For the period ended Jul 9, 2025. Filed May 27, 2025.
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Jul 9, 2025 · Filed May 27, 2025
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DEF 14A 1 ny20048844x2_def14a.htm DEF 14A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
| Filed by the Registrant | ☒ |
|---|---|
| Filed by a Party other than the Registrant | ☐ |
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to §240.14a-12 |
COREBRIDGE FINANCIAL, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required |
|---|---|
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
To Corebridge Financial, Inc. Stockholders:
You are cordially invited to attend a virtual Special Meeting of Stockholders (the “Special Meeting”) of Corebridge Financial, Inc. (“Corebridge”) on July 9, 2025 at 9:00 a.m. Eastern Time. The Special Meeting will be a virtual meeting, conducted only via live webcast on the internet atwww.virtualshareholdermeeting.com/CRBG2025SM. There will be no physical location for the Special Meeting. You will be able to attend and participate in the Special Meeting online, submit questions during the meeting and vote your shares electronically. The attached notice of Special Meeting (the “Notice”) and proxy statement (the “Proxy Statement”) contain important information regarding the agenda for the meeting and voting instructions.
The matters expected to be acted upon at the Special Meeting are described in the Notice and the Proxy Statement. The Special Meeting materials include the Notice, the Proxy Statement and the proxy card.
Please use this opportunity to vote. Only stockholders of record at the close of business on May 13, 2025 may vote at the Special Meeting and any postponements or adjournments of the meeting. However, to ensure your representation at the Special Meeting, please vote as soon as possible by telephone, internet or mail as instructed in the Notice. Returning the proxy card or voting by telephone or internet does NOT deprive you of your right to participate in the virtual meeting and to vote your shares for the matters acted upon at the meeting.
Your vote is important. Whether or not you expect to attend and participate in the Special Meeting, we encourage you to vote in advance of the Special Meeting.
| Kevin Hogan | Alan Colberg |
|---|---|
| President and Chief Executive Officer | Chair of the Board |
May 27, 2025
Notice of Special Meeting of Stockholders
On behalf of the Corebridge Financial, Inc. (“Corebridge,” the “Company,” “we,” “our” or “us”) Board of Directors (the “Board”), I cordially invite you to virtually attend a special meeting of stockholders of the Company (the “Special Meeting”).
Special Meeting Details
| Date and Time: July 9, 2025 at 9:00 a.m. Eastern Time (ET) | Location: Live via the internet at www.virtualshareholdermeeting.com/CRBG2025SM | Record Date: Stockholders as of the close of business on May 13, 2025 are entitled to notice of and to vote at the Special Meeting, and at any adjournment or postponement thereof |
How to Vote
| Method | Details | Vote must be received or submitted by: |
|---|---|---|
| By Telephone | 1-800-690-6903 | 11:59 p.m. ET, July 8, 2025 |
| Online Before the Meeting | www.proxyvote.com | 11:59 p.m. ET, July 8, 2025 |
| By Mail | Return your completed proxy card in the prepaid envelope | Before the Special Meeting |
| Online During the Meeting | Go to www.virtualshareholdermeeting.com/CRBG2025SM | Before the polls close during the Special Meeting |
To vote by telephone or online before the Special Meeting, you will need the 16-digit control number included on your proxy card accompanying these proxy materials.
Proxies
The Board is soliciting proxies to be voted at the Special Meeting, and at any adjournment or postponement thereof. Proxy materials were first made available or distributed to stockholders beginning on or about May 30, 2025.
Items of Business
| 1. | Vote to approve an amendment to Corebridge’s Amended and Restated Certificate of Incorporation (the “Existing Charter”) to expressly authorize the Board to approve amendments to Corebridge’s Second Amended and Restated By-laws (the “By-laws” and such amendment, the “Board Authorization Amendment”) |
| 2. | Vote to approve an amendment to the Existing Charter to 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” and, together with the Board Authorization Amendment, the “Charter Amendments”) |
| 3. | 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 |
| 4. | To transact such other business as may properly come before the Special Meeting or any adjournment or postponement thereof, by or at the direction of the Board |
Accessing the Special Meeting
To participate in the Special Meeting, you will need the 16-digit control number included on your proxy card accompanying these proxy materials.
Please carefully review the Proxy Statement that accompanies this notice for additional information regarding the matters to be acted on during the Special Meeting.
We have adopted a virtual meeting format for the Special Meeting to provide a convenient opportunity for our stockholders to participate from wherever they are located. We believe that the virtual meeting format affords our stockholders an opportunity for meaningful participation, and we have taken steps so that stockholders will be able to attend, vote and submit questions via the internet.
You do not need to attend the Special Meeting to vote if you submitted your proxy in advance of the meeting.
By order of the Board of Directors,
Jeannette N. Pina
Deputy General Counsel & Corporate Secretary
May 27, 2025
Important Notice Regarding the Availability of Proxy Materials for the Special Meeting of Stockholders to be Held Virtually Via the Internet on July 9, 2025.
We have elected to utilize the “full set delivery” option of providing paper copies of all our proxy materials by mail. Our proxy materials are also electronically available free of charge at www.proxyvote.com.
Special Meeting Proxy Statement
Table of Contents
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.