Brighthouse Financial, Inc.
For the period ended Jun 2, 2026. Filed Apr 14, 2026.
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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.
Jun 2, 2026 · Filed Apr 14, 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 |
Brighthouse 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 |
| Notice of Annual Meeting of Stockholders | i |
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Notice of Annual Meeting of Stockholders
On behalf of the Board of Directors, I am honored to invite you to attend the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Brighthouse Financial, Inc. (“Brighthouse Financial” or the “Company”).
Brighthouse Financial® will hold its Annual Meeting solely by means of remote communication via the internet (a “virtual meeting”). All stockholders as of April 6, 2026 (the “Record Date”) will be able to attend, vote, and participate in the meeting by remote communication. For additional information about participating in the Annual Meeting, see “Attending the Annual Meeting” in the accompanying Proxy Statement.
Date and Time
Tuesday, June 2, 2026, at 8:00 a.m., Eastern Time
Meeting Website
www.virtualshareholdermeeting.com/BHF2026
Agenda
At the Annual Meeting, stockholders will consider and vote on the following matters:
| 1. | Proposal 1: Election of nine (9) Directors each to serve a one-year term ending at the 2027 Annual Meeting of Stockholders; |
| 2. | Proposal 2: Ratification of the appointment of Deloitte & Touche LLP as Brighthouse Financial’s independent registered public accounting firm for fiscal year 2026; |
| 3. | Proposal 3: Advisory vote to approve the compensation paid to Brighthouse Financial’s Named Executive Officers; and |
| 4. | Any such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof. |
Our Board of Directors recommends that you vote “FOR” the election of each of the nominees named in Proposal 1 and “FOR” 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 who hold shares of Brighthouse Financial common stock, par value $0.01 per share (“shares”), as of the close of business on the Record Date are entitled to vote at the Annual Meeting.
You may submit a proxy to vote your shares in advance of the Annual Meeting by any of the following means:
| Internet | |
| Please log on to www.ProxyVote.com and submit a proxy to vote your shares by 11:59 p.m., Eastern Time, on Monday, June 1, 2026. | |
| Telephone | |
| Please call 1-800-690-6903 to submit a proxy to vote your shares until 11:59 p.m., Eastern Time, on Monday, June 1, 2026. | |
| If you received printed copies of the proxy materials and prefer to submit a proxy to vote your shares by mail, please complete, sign, date, and return your proxy card by mail so that it is received by Brighthouse Financial, Inc., c/o Broadridge Financial Solutions, Inc., prior to the Annual Meeting. |
| ii | Notice of Annual Meeting of Stockholders |
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You may also attend and vote at the Annual Meeting.
| Annual Meeting | |
| You may attend the Annual Meeting virtually and cast your vote at www.virtualshareholdermeeting.com/BHF2026. |
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 (see information in the Proxy Statement under “Beneficial Owners or Holders in Street Name”). Participants in retirement and savings plans should refer to the voting instructions in the Proxy Statement under “Voting by Participants in Retirement Plan.”
This notice is being delivered to the holders of shares as of the close of business on April 6, 2026, the record date fixed by the Board of Directors for the purposes of determining the Brighthouse Financial stockholders entitled to receive notice of, and to vote at, the Annual Meeting, and constitutes notice of the Annual Meeting under Delaware law.
By Order of the Board of Directors,
Allie Lin
Executive Vice President, General Counsel and Corporate Secretary
Charlotte, North Carolina
April 14, 2026
Important Notice Regarding the Availability of Proxy Materialsfor the Annual Meeting of Stockholders to be Held on June 2, 2026, at 8:00 a.m., Eastern Time The accompanying Proxy Statement, our 2025 Annual Report to Stockholders, and additional information aboutour Annual Meeting are available at http://investor.brighthousefinancial.com by selecting the appropriate link under “Financial Information” or “News & Events.”
| Chairman’s Letter to Our Stockholders | iii |
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Chairman’s Letter to Our Stockholders
Dear Fellow Stockholders:
On behalf of the Board of Directors (the “Board”), I am honored to present the 2026 Proxy Statement of Brighthouse Financial, Inc. (“Brighthouse Financial” or the “Company”) and to invite you to our 2026 Annual Meeting of Stockholders (the “Annual Meeting”).
This year’s Annual Meeting follows the announcement of our entry on November 6, 2025 into an Agreement and Plan of Merger (the “Merger Agreement”) under which an affiliate of Aquarian Capital LLC (with its affiliates, “Aquarian”) will acquire Brighthouse Financial for $70.00 per common share in cash (the “Merger”). The Merger Agreement was adopted by Brighthouse Financial stockholders at a special meeting held on February 12, 2026. The Merger is expected to close in 2026 and is subject to customary closing conditions, including receipt of insurance regulatory approvals. At the closing of the Merger, the Company will become a wholly-owned subsidiary of Aquarian.(1)As a Board, our focus has always been to help management grow the long-term value of the Company for our stockholders, and we are excited for this new chapter for the Company, as it continues its mission to help people achieve financial security.
Exploration of a sale. A significant focus of the Board’s work in 2025 was our oversight of a process to explore a potential sale of the Company. The Board and management regularly review the Company’s strategy and financial performance, and over the course of 2024, the Board discussed with management a number of potential strategic alternatives to enhance stockholder value, which included a sale of the Company. We are proud that, after a comprehensive and rigorous process, aided by outside legal and financial advisors, the Board unanimously approved the Company’s entry into the Merger Agreement. At a special meeting held on February 12, 2026, stockholders adopted the Merger Agreement.
Oversight of strategy and risk. While we were engaged in the exploration of a sale of the Company, we remained diligent in the oversight of the Company’s strategy. As we do every year, we discussed with management the Company’s strategic plan, risks and opportunities, including financial strategy and initiatives to protect and grow the Company’s capital; investments strategy; the competitive landscape; product and distribution strategy; human capital matters; as well as operations and technology. For more information on the Board’s oversight of the Company, see “Board Oversight of Strategy” and “Risk Oversight” in this Proxy Statement. In 2025, despite economic uncertainty, the Company continued to execute its growth strategy and achieved strong results, including ayear-end combined risk-based capital ratio of 456%; annuity and life sales that exceeded 2024 results; and corporate expenses (excluding expenses related to the pending acquisition) that were better than plan.
Looking ahead. Since the announcement of the signing of the Merger Agreement, the Board has maintained a dual focus – continuing to support the Company’s activities in anticipation of the closing of the Merger while also maintaining oversight of the Company’s ongoing operations and monitoring risk. As we prepare for the anticipated closing of the Merger in 2026, the Board expresses its sincere appreciation for your investment, support, and engagement over the years. It has been our privilege to oversee the Company on your behalf.
| iv | Chairman’s Letter to Our Stockholders |
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We encourage you to review the accompanying proxy materials carefully and to vote your shares in accordance with the Board’s recommendations. We look forward to your participation in the Annual Meeting.
Sincerely, Chuck Chaplin Chairman of the Board Brighthouse Financial, Inc. April 14, 2026 (1) For more information about the Merger, see the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on January 7, 2026.
| Proxy Statement; Contents | 1 |
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Proxy Statement
The Board of Directors (the “Board” or the “Board of Directors”) of Brighthouse Financial, Inc. (“Brighthouse Financial” or the “Company”) is providing this Proxy Statement in connection with the Annual Meeting of Stockholders to be held on June 2, 2026, at 8:00 a.m., Eastern Time (the “Annual Meeting”) and at any adjournment or postponement thereof. Stockholders holding shares of common stock, par value $0.01 per share, of the Company (“shares”) as of the close of business on April 6, 2026 (the “Record Date”) are entitled to vote at the Annual Meeting. Proxy materials or a Notice of Internet Availability were first made available, sent, or given to the Company’s stockholders on or about April 14, 2026.
Contents
| 3 | Proxy Summary | |
| 3 | Proposals for Your Vote | |
| 3 | The Brighthouse Financial Story | |
| 4 | 2025 Highlights | |
| 5 | Our Board of Directors: Composition and Qualifications | |
| 8 | Corporate Governance Highlights | |
| 9 | Executive Compensation Program Overview | |
| 11 | Proposal 1 – Election of nine (9) Directorseach to serve a one-year term ending at the2027 Annual Meeting of Stockholders | |
| 12 | The Board of Directors | |
| 17 | Board and Corporate Governance Practices | |
| 17 | Commitment to Effective Corporate Governance | |
| 18 | Building Our Board of Directors | |
| 20 | Board Leadership Structure | |
| 21 | Director Independence | |
| 21 | Executive Sessions | |
| 22 | Succession Planning and Talent Management | |
| 22 | Board Oversight of Our Strategy | |
| 22 | Risk Oversight | |
| 24 | Information About Our Board Committees | |
| 25 | Director Compensation | |
| 26 | 2025 Director Compensation Table | |
| 27 | Director Stock Ownership Guidelines | |
| 27 | Codes of Conduct | |
| 28 | Our Sustainability Journey |
| 30 | Proposal 2 – Ratification of the appointmentof Deloitte & Touche LLP as BrighthouseFinancial’s independent registered publicaccounting firm for fiscal year 2026 | |
| 31 | Fees Paid to Deloitte & Touche LLP | |
| 31 | Audit Committee Pre-Approval Policy | |
| 32 | Audit Committee Report | |
| 34 | Proposal 3 – Advisory vote to approve thecompensation paid to Brighthouse Financial’sNamed Executive Officers | |
| 35 | Compensation Discussion and Analysis | |
| 35 | Named Executive Officers | |
| 35 | CD&A Contents | |
| 35 | Section 1 – Executive Summary | |
| 35 | The Brighthouse Financial Story and 2025 Highlights | |
| 35 | Compensation Philosophy | |
| 36 | Our 2025 Compensation Program | |
| 37 | 2025 Say-on-Pay Vote | |
| 37 | Compensation Highlights | |
| 38 | CEO Compensation | |
| 38 | Section 2 – 2025 Executive Compensation Program | |
| 38 | 2025 Compensation Planning Process | |
| 39 | Elements of 2025 Compensation | |
| 40 | 2025 Target Total Direct Compensation | |
| 43 | 2025 Short-Term Incentive Awards | |
| 45 | 2025 Long-Term Incentive Awards | |
| 48 | 2023 PSU Payouts |
| 2 | Contents |
| 49 | Role of the Compensation and Human Capital Committee and Others in Determining Compensation | |
| 49 | Section 3 – Additional Compensation Practices and Policies | |
| 49 | Stock Ownership and Retention Guidelines | |
| 50 | Benefit Plans | |
| 52 | Termination and Change of Control Benefits | |
| 52 | Stock-Based Award Timing Practices | |
| 53 | Tax Deductibility of Executive Compensation | |
| 53 | Hedging and Pledging Prohibition | |
| 53 | Risk Assessment | |
| 53 | Compensation Recovery Policies | |
| 54 | Section 4 – 2026 Compensation Program Overview | |
| 54 | 2025 Say-on-Pay Vote | |
| 54 | 2026 STI Program | |
| 54 | 2026 LTI Program | |
| 55 | 2026 Target Total Direct Compensation | |
| 55 | Compensation Committee Report | |
| 56 | Compensation Tables | |
| 56 | Summary Compensation Table for 2025 | |
| 58 | Grants of Plan-Based Awards in 2025 | |
| 59 | Outstanding Equity Awards at 2025 Fiscal Year End | |
| 62 | Option Exercises and Stock Vested in 2025 | |
| 62 | Nonqualified Deferred Compensation in 2025 | |
| 64 | Potential Payments Upon Termination or Change in Control | |
| 67 | Equity Compensation Plan Information as of December 31, 2025 |
| 67 | CEO Pay Ratio | |
| 68 | Pay Versus Performance | |
| 71 | Certain Relationships and Related PersonTransactions | |
| 71 | Related Person Transaction Approval Policy | |
| 71 | Security Ownership of Certain Beneficial Owners and Management | |
| 74 | The Annual Meeting, Voting, and OtherInformation | |
| 74 | Overview | |
| 74 | Attending the Annual Meeting | |
| 75 | Directors’ Attendance at the Annual Meeting | |
| 75 | Shares Outstanding and Holders of Record Entitled to Vote at the Annual Meeting | |
| 75 | Your Vote is Important | |
| 76 | Quorum Requirement | |
| 76 | Voting Your Shares | |
| 77 | Changing Your Vote or Revoking Your Proxy | |
| 78 | Vote Required for Each Proposal | |
| 78 | Matters to be Presented | |
| 78 | Delivery of Proxy Materials | |
| 79 | Proxy Solicitation Costs | |
| 79 | Vote Tabulation | |
| 79 | Inspector of Election | |
| 79 | Results of the Vote | |
| 79 | Pending Merger | |
| 80 | Other Information | |
| 82 | Forward-Looking Statements | |
| 82 | Website References | |
| 83 | Other Financial Disclosures |
| Proxy Summary | 3 |
|---|
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.