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Equitable Holdings, Inc.

For the period ended May 22, 2024. Filed Apr 9, 2024.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 22, 2024 · Filed Apr 9, 2024

EQH$52.66-0.5%Stored close · as of Nov 6, 2026
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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 under §240.14a-12

EQUITABLE HOLDINGS, 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

LETTER FROM OUR INDEPENDENT CHAIR

Dear Fellow Stockholder:

Looking Back. 2023 was an inflection point for Equitable Holdings, as it marked its fifth anniversary as a public company, generating Non-GAAP Operating Earnings 1 of $1.7 billion and ending the year with $930 billion of assets under management and administration. My fellow Directors and I continue to be inspired by and aligned with the strategic vision of the management team. Collectively, the Board brings diverse perspectives and a deep understanding of the risks and opportunities facing the industry. We are honored to help shape the direction of this respected organization, as management charts the next five years.

Investor Day. At the Company’s May 2023 Investor Day, its first since the 2018 initial public offering, Equitable Holdings reported that it had met each of its IPO commitments and turned the lens forward, announcing its growth strategy and new commitments for cash generation, earnings per share growth and payout ratio.

Annual Meeting. The 2023 annual meeting of stockholders reflected the Company’s successful alignment with investor perspectives on corporate governance and executive compensation matters; all management proposals, including the advisory vote on Say-on-Pay and the Annual Re-election of Directors, garnered high levels of support. Throughout the year, the Board is kept apprised of investor engagement discussions and looks forward to the continuation of these important exchanges.

ESG Reporting. The Board and its Committees continued to stay apprised of certain environmental, social and governance or ESG matters relevant to the Company’s stakeholders. The Company again aligned the timing of the reporting of its ESG initiatives with this 2024 Annual Proxy Statement and the 2023 Annual Report to provide investors and stakeholders with a comprehensive view of important work being done to ensure Equitable is well-positioned to execute its mission over the long term.

We are pleased to invite your virtual participation in the sixth annual meeting of stockholders on May 22, 2024. The accompanying proxy statement includes pertinent information about the meeting agenda and voting and virtual attendance instructions.

On behalf of the Board of Directors, thank you for your ongoing support of Equitable Holdings.

Sincerely, Joan Lamm-Tennant Chair of the Board Equitable Holdings, Inc.

1This is a Non-GAAP measure. More information on this measure and reconciliation to the most comparable U.S. GAAP measure can be found in Appendix A.

April 9, 2024

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

On behalf of the Board of Directors (the “Board”), I cordially invite you to attend the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of Equitable Holdings, Inc. to be held via the internet through a virtual web conference at www.virtualshareholdermeeting.com/EQH2024, on May 22, 2024, at 8:00 a.m. Eastern Daylight Time.

DATE May 22, 2024 TIME 8:00 a.m., Eastern Daylight Time LOCATION www.virtualshareholdermeeting .com/EQH2024AGENDA At the meeting, stockholders will consider and vote on the following matters: 1. Proposal 1: Election of nine directors for a one-year term ending at the 2025 Annual Meeting of Stockholders; 2. Proposal 2: Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for fiscal year 2024; 3. Proposal 3: Advisory vote to approve the compensation paid to our named executive officers; and 4. Any such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof.

You will be able to attend the Annual Meeting online, vote your shares electronically and submit questions online during the meeting by logging in to www.virtualshareholdermeeting.com/EQH2024 using the 16-digit control number included in your Notice of Internet Availability of the proxy materials, on your proxy card or on any additional voting instructions accompanying these proxy materials. The process for submitting questions during the Annual Meeting is more fully described in the accompanying Proxy Statement. We recommend that you log in a few minutes before the meeting to ensure you are logged in when the meeting starts. We have adopted this technology to expand access to the meeting, improve communications and lower the cost to our stockholders, the Company and the environment.

As always, we encourage you to vote your shares prior to the Annual Meeting.

Our Board recommends that you vote “FOR” the election of each of the nominees named in Proposal 1 of this Proxy Statement and “FOR” each of Proposals 2 and 3. Information about the matters to be acted upon at the Annual Meeting is contained in the accompanying Proxy Statement.

Voting Your Shares

Stockholders of record holding shares of common stock, par value $0.01 per share, of Equitable Holdings, Inc. (“Shares”) as of the close of business on March 28, 2024 (the “Record Date”) are entitled to vote at the Annual Meeting.

Beneficial owners whose Shares are held at a brokerage firm or by a bank or other nominee should follow the voting instructions that they received from the nominee.

This notice is being delivered to the holders of Shares as of the close of business on March 28, 2024, the record date fixed by the Board for the purposes of determining the stockholders entitled to receive notice of and to vote at the Annual Meeting and constitutes notice of the Annual Meeting under Delaware law. Proxy materials or a Notice of Internet Availability were first made available, sent or given to stockholders on or about April 9, 2024.

Internet Prior to the Annual Meeting Please log on to www.proxyvote.com and submit a proxy to vote your Shares by 11:59 p.m., Eastern Daylight Time, on May 21, 2024. During the Annual Meeting Please log on to /www.virtualshareholdermeeting.com/EQH2024 and submit a proxy to vote your Shares during the Annual Meeting beginning at 8:00 a.m., Eastern Daylight Time, on May 22, 2024.

Telephone Please call the number on your proxy card until 11:59 p.m., Eastern Daylight Time, on May 21, 2024.

Mail If you received printed copies of the proxy materials, please complete, sign, date and return your proxy card by mail to Vote Processing c/o Broadridge, 51 Mercedes Way, Edgewood, New York 11717 so that it is received prior to the Annual Meeting.

By Order of the Board of Directors,

José Ramón González

Chief Legal Officer and Secretary

Important Notice Regarding the Availability of Proxy Materials

for the Annual Meeting of Stockholders to be Held on May 22, 2024.

The accompanying Proxy Statement, our 2023 Annual Report to Stockholders, and instructions on how to attend our Annual Meeting are available at https://ir.equitableholdings.com. The Stockholder List will also be available for inspection by appointment during ordinary business hours at the Company’s principal executive offices located at 1345 Avenue of the Americas, New York, NY 10105, during the 10 days prior to the Annual Meeting. To make an appointment, please email corporatesecretary@equitable.com. Any updates or changes relating to the process for inspecting the Stockholder List will be posted on our Investor Relations site, https://ir.equitableholdings.com.

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.