Corebridge Financial
2024 Notice of Annual Meeting and Proxy Statement
To Corebridge Financial, Inc. Stockholders:
We are pleased to hold the 2024 annual meeting of Corebridge Financial, Inc. (''Corebridge'') stockholders. The attached 2024 Proxy Statement contains important information regarding the agenda for the meeting and voting instructions.
2023 was both an important year for Corebridge, and a successful one. In our first full calendar year as a public company, we executed with focus, capitalized on attractive market opportunities and made tremendous progress on our strategic and operational priorities.
Thanks to the energy and hard work of our employees - and with gratitude for the support of our partners and AIG - we grew our business, strengthened our foundation and remain well-positioned to serve our customers for many years and decades to come.
We are so proud of all that Corebridge has accomplished and even more excited about what comes next. With our operating model firmly in place and guided by our purpose, we will continue to partner with financial professionals and institutions to do what we do best - making it possible for more people to take action in their financial lives.
The Board encourages you to read the 2024 Proxy Statement and the accompanying Annual Report. We appreciate your important vote on the matters contained in the 2024 Proxy Statement and welcome you to join the virtual Annual Meeting of Stockholders at www.virtualshareholdermeeting.com/CRBG2024 on Friday, June 21, 2024, at 9:00 a.m. Eastern Time. Thank you for your support of Corebridge.
Peter Zaffino | Kevin Hogan |
Chairman of the Board | President and Chief Executive Officer |
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Notice of Corebridge Financial, Inc.
2024 Annual Meeting of Stockholders
On behalf of the Corebridge Financial, Inc. (''Corebridge'') Board of Directors, I cordially invite you to attend the Corebridge 2024 Annual Meeting of Stockholders (the ''Annual Meeting'').
2024 Annual Meeting Details
Date and Time: | Location: |
June 21, 2024 | Live via the internet at |
at 9:00 a.m. Eastern | www.virtualshareholder |
Time (ET) | meeting.com/CRBG2024 |
Record Date:
April 23, 2024
If you owned shares of Corebridge common stock at the close of business on the record date, you are entitled to receive this notice and to vote during the meeting or by proxy.
How to Vote
Method
Details
Vote must be received or submitted by:
By Phone | 1-800-690-6903 | 11:59 p.m. ET, June 20, 2024 |
Online Before the Meeting | www.proxyvote.com | 11:59 p.m. ET, June 20, 2024 |
By Mail | Return your completed proxy card in | 11:59 p.m. ET, June 20, 2024 |
the prepaid envelope | ||
Online During the Meeting | Go to www.virtualshareholder | Before the polls close during the |
meeting.com/CRBG2024 | Annual Meeting | |
Proxies
The Corebridge Board of Directors is soliciting proxies to be voted at the Annual Meeting on June 21, 2024, and at any postponed or reconvened meeting. Proxy materials or a Notice of Internet Availability of Proxy Materials were first made available, sent or given to stockholders beginning on or about April 29, 2024.
Items of Business
- Elect thirteen directors for a one-year term ending at the 2025 Annual Meeting of Stockholders
- Vote to approve the 2023 compensation of Corebridge's named executive officers on an advisory basis
- Vote to ratify the appointment of PricewaterhouseCoopers LLP as Corebridge's independent registered public accounting firm for 2024
- Transact any other business properly presented at the Annual Meeting
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Accessing the 2024 Annual Meeting
To participate in the 2024 Annual Meeting, you will need the 16-digit control number included on your Notice of Internet Availability of Proxy Materials, on your proxy card or on any voting instruction form accompanying these proxy materials.
Please carefully review the 2024 Proxy Statement for additional information regarding the matters to be acted on during the Annual Meeting.
By order of the Board of Directors,
Christine Nixon
Executive Vice President, General Counsel and Corporate Secretary
We have adopted a virtual meeting format for the Annual 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.
Important Notice Regarding the Availability of Proxy Materials for the 2024 Annual Meeting of Stockholders to be held virtually via the internet on June 21, 2024.
The 2024 Proxy Statement and our 2023 Annual Report are available free of charge in the Investors section of our website at www.corebridgefinancial.com.
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Table of Contents
Item | Page |
Certain Important Terms | 5 |
Proxy Statement Summary | 7 |
Proposal 1 - Election of Directors | 9 |
Corporate Governance | 20 |
Security Ownership of 5% Beneficial Owners, Directors and Executive Officers | 26 |
Related Party Transactions | 29 |
Proposal 2 - Advisory Vote on Executive Compensation | 46 |
Executive Compensation | 47 |
Compensation Glossary | 47 |
Compensation Highlights | 48 |
Compensation Discussion and Analysis | 50 |
Compensation Tables | 65 |
Proposal 3 - Ratification of Appointment of Independent Registered Public Accounting Firm | 86 |
Voting Instructions and Information | 89 |
Other Matters | 92 |
Cautionary Statement Regarding Forward-Looking Information | 95 |
Appendix A - Corebridge Non-GAAP Financial Measures | A-1 |
Appendix B - AIG Non-GAAP Financial Measures | B-1 |
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Certain Important Terms
Term
AGC
AIG
Means
AGC Life Insurance Company, a Missouri insurance company
AIG, Inc. and its subsidiaries other than the Company, unless the context refers to AIG, Inc. only
AIG Director | A director designated by AIG pursuant to its right under the Separation Agreement to |
designate a number of directors on each Corebridge Slate until the date on which AIG | |
ceases to beneficially own at least 5% of Corebridge's common stock | |
AIG, Inc. | American International Group, Inc., a Delaware corporation and our controlling |
shareholder | |
AIG Life | AIG Life Ltd., a UK insurance company, and its subsidiary |
AIGM | AIG Markets, Inc., a consolidated subsidiary of AIG |
AIRCO | American International Reinsurance Company, Ltd., a consolidated subsidiary of AIG |
Annual Meeting | Corebridge Financial, Inc. 2024 Annual Meeting of Stockholders |
Argon | Argon Holdco LLC, a wholly-owned subsidiary of Blackstone Inc. |
Audited consolidated | The consolidated balance sheets of the Company at December 31, 2023 and 2022 |
financial statements | and the related consolidated statements of income (loss), of comprehensive income |
(loss), of equity and of cash flows for each of the three years in the period ended | |
December 31, 2023, including the related notes and financial statement schedules | |
BlackRock | BlackRock Financial Management, Inc. |
Blackstone | Blackstone Inc. and its subsidiaries, unless the context refers to Blackstone Inc. only |
Blackstone IM | Blackstone ISG-1 Advisors L.L.C. |
Blackstone Stockholders' | Stockholders' Agreement, dated November 2, 2021, among Corebridge, AIG and |
Agreement | Argon, as amended by the Amendment and Waiver of Consent and Voting Rights, |
dated March 11, 2024, among Corebridge, AIG, Argon, Blackstone and certain | |
affiliates of Argon and Blackstone | |
Board | Corebridge Financial, Inc. Board of Directors |
By-laws | Corebridge Financial, Inc. Second Amended and Restated By-laws |
Certificate of | Corebridge Financial, Inc. Amended and Restated Certificate of Incorporation |
Incorporation | |
CLO | Collateralized Loan Obligation |
Commitment Letter | Commitment Letter, dated November 2, 2021, between Blackstone IM and |
Corebridge | |
Company | Corebridge and its consolidated subsidiaries, unless the context refers to |
Corebridge only | |
Controlled Company | A controlled company as defined by the NYSE Listed Company Manual |
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Corebridge | Corebridge Financial, Inc. |
Corebridge CEO | Corebridge's Chief Executive Officer |
Corebridge Slate | Candidates for election as Corebridge directors proposed or recommended by the |
Board to Corebridge shareholders in connection with a meeting of shareholders | |
Corporate Governance | Corebridge Financial, Inc. Corporate Governance Guidelines |
Guidelines | |
CRBGLH | Corebridge Life Holdings, Inc. (f/k/a AIG Life Holdings, Inc.), a Texas corporation |
CRBGM | Corebridge Markets, LLC, a consolidated subsidiary of Corebridge |
Exchange Act | Securities Exchange Act of 1934, as amended |
Fortitude Re | Fortitude Reinsurance Company Ltd., a Bermuda insurance company |
GAAP | Accounting principles generally accepted in the United States of America |
IPO | Initial public offering of Corebridge common stock on September 14, 2022 |
Majority Holder | First date on which AIG ceases to beneficially own more than 50% of Corebridge's |
Threshold Date | common stock |
NYSE | New York Stock Exchange |
PCAOB | Public Company Accounting Oversight Board |
PwC | PricewaterhouseCoopers LLP |
Registration Rights | Registration Rights Agreement, dated September 14, 2022, between AIG and |
Agreement | Corebridge |
RBC | Risk-based capital, a formula designed to measure the adequacy of an insurer's |
statutory surplus compared to the risks inherent in its business | |
SEC | U.S. Securities and Exchange Commission |
Securities Act | Securities Act of 1933, as amended |
Separation Agreement | Separation Agreement, dated September 14, 2022, between AIG and Corebridge |
Tax Matters Agreement | Tax Matters Agreement, dated September 14, 2022, between AIG and Corebridge |
Transition Services | Transition Services Agreement, dated September 14, 2022, between AIG and |
Agreement | Corebridge |
SMA | Certain separately managed account agreements between Corebridge and |
Blackstone IM | |
We, us, our | The Company, unless the context refers to Corebridge only |
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Proxy Statement Summary
This summary highlights information contained in this Proxy Statement. It does not contain all of the information you should consider in making a voting decision, and you should carefully read the entire Proxy Statement before voting.
Proposal | Board Recommendation | Page | |
1. | Elect thirteen directors for a one-year term ending at | FOR | 9 |
the 2025 Annual Meeting of Stockholders | each director nominee | ||
2. | Approve, on an advisory basis, the 2023 | FOR | 46 |
compensation paid to our named executive officers | |||
3. | Ratify the appointment of PwC as our independent | FOR | 86 |
registered public accounting firm for 2024 |
What We Do
We make it possible for more people to take action in their financial lives. With more than $380 billion in assets under management and administration as of December 31, 2023, Corebridge is one of the largest providers of retirement solutions and insurance products in the United States. We proudly partner with financial professionals and institutions to help individuals plan, save for and achieve secure financial futures.
Corporate Governance Highlights
We are committed to effective corporate governance practices that are designed to maintain high standards of oversight, accountability, integrity and ethics while promoting the long-term interests of shareholders. In connection with these efforts, we are committed to continuing to develop our governance practices to prepare for our anticipated full separation from AIG.
Key Governance Highlights
- Annual election of directors with equal voting rights per share
- Majority voting for directors in uncontested elections
- Regular meetings of independent directors in executive sessions without management
- Robust director and executive stock ownership guidelines
- Proxy access rights
- Shareholder rights to call a special meeting of shareholders
- Shareholder rights to act by written consent
- Robust clawback policies
- Directors generally may not stand for election after reaching age 75
- No supermajority voting requirements
- Directors are subject to limitations on board service at other public companies
- Board generally will not appoint a Committee Chair to serve for longer than a five-year term
- Directors' equity awards do not settle until they retire from the Board
- No hedging, pledging or short sales of Corebridge securities
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Compensation Highlights
Our executives have historically participated in compensation and benefit plans that are sponsored and administered by AIG. During 2022, we began the process of transitioning from AIG compensation and benefit plans to our own plans, and establishing our compensation policies and practices. In 2023, our executives participated in our direct compensation program, including the Corebridge Long Term Incentive Plan, as well as our own retirement, health and welfare plans.
The components of our executives' compensation in 2023 included direct compensation, indirect compensation and termination benefits as described in the following table. In addition, the Corebridge CEO received AIG performance share units (PSUs) pursuant to AIG's Long-Term Incentive Program.
Component
Direct Compensation
Base Salary
Description
Fixed cash compensation
Purpose
To fairly compensate executives for the responsibilities of their positions, achieve an appropriate balance of fixed and variable pay and provide sufficient liquidity to discourage excessive risk-taking
Short-Term Incentive | Variable annual cash incentive award | To drive business objectives and strategies |
(STI) Awards | determined based on performance relative | and reward performance delivered during |
to corporate and individual goals | the year | |
Long-Term Incentive | Equity-based compensation in the form of | To reward long-term value creation, stock |
(LTI) Awards | restricted stock units (RSUs) and stock | price appreciation, and align executive |
options | interests with those of our shareholders | |
Indirect Compensation | ||
Retirement, Health and | Retirement savings, financial protection |
Welfare Programs | and other compensation and benefits |
providing long-term financial support and | |
security for employees |
To assist with long-term financial support and security, including retirement savings
Termination Benefits
Severance Benefits | Lump sum payment and other benefits for | To offer competitive total compensation |
certain terminations of employment | packages and enable us to obtain a release | |
of employment-related claims | ||
Change-in-Control | Benefits in the event of termination | To help ensure ongoing retention of |
Benefits | related to a change in control | executives when considering potential |
transactions that may create uncertainty | ||
as to their future employment and | ||
enable us to obtain a release of | ||
employment-related claims |
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Ball Corporation published this content on 01 May 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 02 May 2024 10:07:30 UTC.