4 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 22, 2019

AXA Equitable Holdings, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware

001-38469

90-0226248

(State or other jurisdiction of

(Commission File Number)

(I.R.S. Employer

incorporation or organization)

 

Identification No.)

 

 

1290 Avenue of the Americas,

New York, New York

 

10104

(Address of principal executive offices)

(Zip Code)

(212) 554-1234

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 under the Securities Act (17 CFR 230.405) or Rule 12b-2 under the Exchange Act (17 CFR 240.12b-2).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 

 

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

On May 22, 2019, the Company held its Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, four proposals were submitted to the Company’s stockholders. The proposals are described in more detail in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 9, 2019 (the “2019 Proxy Statement”). The final voting results are as follows:    

Proposal 1 : The Company’s stockholders elected the nine director nominees named in the Company’s 2019 Proxy Statement to serve for a one-year term ending at the 2020 Annual Meeting of Stockholders. The voting results are set forth below:

 

 

 

 

 

 

 

 

Director Nominee

  

For

  

Withheld

  

Broker Non-Vote

Thomas Buberl

  

450,000,906

  

9,168,296

  

10,449,640

Gérald Harlin

  

447,922,586

  

11,246,616

  

10,449,640

Daniel G. Kaye

  

458,069,552

  

1,099,650

  

10,449,640

Kristi A. Matus

 

458,064,125

 

1,105,077

 

10,449,640

Ramon de Oliveira

 

391,725,843

 

67,443,359

 

10,449,640

Mark Pearson

 

457,387,930

 

1,781,272

 

10,449,640

Bertram L. Scott

 

458,822,996

 

346,206

 

10,449,640

George Stansfield

 

451,689,342

 

7,479,860

 

10,449,640

Charles G.T. Stonehill

 

391,726,046

 

67,443,156

 

10,449,640

Proposal 2:  The Company’s stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2019. The voting results are set forth below:

 

 

 

 

 

 

 

 

For

  

Against

  

Abstain

  

Broker Non-Vote

467,612,736

  

1,996,846

  

9,260

  

N/A

Proposal 3:  The Company’s stockholders   approved an advisory resolution approving the compensation of the Company’s named executive officers (the “Say-on-Pay” vote). The voting results are set forth below:

 

 

 

 

 

 

 

 

For

  

Against

  

Abstain

  

Broker Non-Vote

453,602,286

  

5,556,557

  

10,359

  

10,449,640

Proposal 4:  The Company’s stockholders   recommended, on an advisory basis, a one year frequency for future Say-on-Pay votes. There were 14,219 abstentions from voting and 10,449,640 broker non-votes on Proposal 4. The voting results are set forth below:

 

 

 

 

 

 

 

Frequency of Votes to Approve the Compensation

Paid to the Company’s NEOs

 

For

 

One year:

 

457,609,314

Two years:

 

12,818

Three years:

 

1,532,851

 

After taking into consideration the foregoing voting results and the prior recommendation of the Company’s board of directors for a one year frequency for future Say-on-Pay votes, the board of directors has determined that the Company will hold such future Say-on-Pay votes every year.

 

 

SIGNATURE

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.

 

 

 

 

 

 

 

 

 

AXA EQUITABLE HOLDINGS, INC.

 

 

 

 

 

Date: May 22, 2019

 

 

By:

/s/ Dave S. Hattem

 

 

 

Name:

Dave S. Hattem

 

 

 

Title:

Senior Executive Vice President, General Counsel and Secretary

 

 

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