Equitable Holdings, Inc.
For the period ended May 21, 2025. Filed Apr 4, 2025.
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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 21, 2025 · Filed Apr 4, 2025
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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 ☐
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| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material under §240.14a-12 |
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LETTER FROM OUR INDEPENDENT CHAIR
Dear Fellow Stockholder:
Having served for more than three years as the independent Board Chair of Equitable Holdings, I once again express my gratitude to our management and employees. Their dedication continues to drive our transformation into a more resilient and client-focused company that consistently delivers value to our stakeholders.
As a Board, we recognize the significant progress management has achieved since the 2018 IPO. During this time, Equitable Holdings has established a powerful integrated business model with strong growth across its Retirement, Asset Management and Wealth Management businesses. Fueled by the tremendous opportunities within each core business and the synergies across this model, the Company has performed well and delivered strong results. My fellow Directors and I look forward to further shaping the future of this over 165-year-old institution.
Investor Day Targets. Through 2024, the Company remains on track to deliver on each of its 2027 financial targets and continues to make progress against key strategic initiatives. This enabled us to return $1.3bn of capital to shareholders in the year, delivering on the upper end of our 60-70% payout ratio guidance.
Board Composition. In January of 2025, after the conclusion of a search facilitated by a recruiting firm, the Board welcomed a new member – Douglas Dachille. Doug brings over three decades of relevant experience in strategic matters within the insurance and asset management industries, as well as other public company board experience. This year’s proxy statement includes enhanced disclosures on our Board refreshment practices. Collectively, the Board brings diverse perspectives and a deep understanding of the risks and opportunities facing the industry, which supports the oversight of the Company’s growth strategy.
Annual Meeting. The 2024 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.
We are pleased to invite your virtual participation in the seventh annual meeting of stockholders on May 21, 2025. 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 confidence in Equitable Holdings.
Sincerely, Joan Lamm-Tennant Chair of the Board Equitable Holdings, Inc.
April 4, 2025
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
On behalf of the Board of Directors (the “Board”), I cordially invite you to attend the 2025 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/EQH2025, on May 21, 2025, at 8:00 a.m. Eastern Daylight Time.
| DATE May 21, 2025 TIME 8:00 a.m., Eastern Daylight Time LOCATION www.virtualshareholdermeeting .com/EQH2025 | AGENDA At the meeting, stockholders will consider and vote on the following matters: 1. Proposal 1: Election of ten directors for a one-year term ending at the 2026 Annual Meeting of Stockholders; 2. Proposal 2: Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for fiscal year 2025; 3. Proposal 3: Advisory vote to approve the compensation paid to our named executive officers; 4. Proposal 4: Advisory vote on the frequency of future advisory votes on executive compensation; 5. Proposal 5: Amendment and restatement of the Company's 2019 Omnibus Incentive Plan; 6. Proposal 6: Amendments to the Company's Certificate of Incorporation to limit the liability of certain officers of Company as permitted by Delaware law; 7. Proposal 7: Amendments to the Company's Certificate of Incorporation and By-laws to create a stockholder right to call a special meeting; 8. If properly presented at the Annual Meeting, a non-binding advisory vote on a stockholder proposal; and 9. Any such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof. |
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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/EQH2025 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.
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, 3, 5, 6, and 7 and “AGAINST” Proposal 8. Our Board further recommends that you vote for a frequency of “ONE YEAR” for future advisory votes on executive compensation in Proposal 4. 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 24, 2025 (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 24, 2025, 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 4, 2025.
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 20, 2025. During the Annual Meeting Please log on to /www.virtualshareholdermeeting.com/EQH2025 and submit a proxy to vote your Shares during the Annual Meeting beginning at 8:00 a.m., Eastern Daylight Time, on May 21, 2025.
Telephone Please call the number on your proxy card until 11:59 p.m., Eastern Daylight Time, on May 20, 2025.
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 21, 2025.
The accompanying Proxy Statement, our 2024 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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