Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

As described under Item 5.07 of this report, on May 19, 2022, the Company held its Annual Meeting of Stockholders (the "Annual Meeting"). At the Annual Meeting, the stockholders of the Company voted to approve amendments to the Company's Amended and Restated Certificate of Incorporation to remove supermajority voting requirements and references to the AXA Shareholder Agreement and other obsolete provisions (the "Amendments"). The material terms of the Amendments are summarized under the headings "Proposal No. 4" in the Company's definitive proxy statement on Schedule 14A, filed with the U.S. Securities and Exchange Commission (the "SEC") on April 6, 2022 (the "Definitive Proxy Statement"). In connection with the foregoing, and as described in the Definitive Proxy Statement, the Board also approved the corresponding amendments (the "By-Law Amendments") to the Company's Fourth Amended and Restated By-Laws.

The full text of the Second Amended and Restated Certificate of Incorporation and Fifth Amended and Restated By-Laws are attached as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference in this Item 5.03.

On May 19, 2022, following the Annual Meeting, the Company filed the Second Amended and Restated Certificate of Incorporation giving effect to the Amendments with the Secretary of State of the State of Delaware. The Fifth Amended and Restated By-Laws and all corresponding By-Law Amendments became effective thereafter.

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

At the Annual Meeting, four proposals were submitted to the Company's stockholders. The proposals are described in more detail in the Definitive Proxy Statement. The final voting results are as follows:



Proposal 1: The Company's stockholders elected the eight director nominees named
in the Definitive Proxy Statement to serve until the 2023 annual meeting or
until their successors are elected or have been qualified. The voting results
are set forth below:


Director Nominee             For        Against      Abstain    Broker Non-Vote
Francis A. Hondal        341,623,994   3,539,373     14,874       11,508,387
Daniel G. Kaye           343,487,027   1,676,103     15,111       11,508,387
Joan Lamm-Tennant        302,975,498   40,924,984   1,277,759     11,508,387
Kristi A. Matus          336,907,944   8,257,092     13,205       11,508,387
Mark Pearson             344,637,460    526,268      14,513       11,508,387
Bertram L. Scott         337,062,456   8,101,272     14,513       11,508,387
George Stansfield        344,160,329   1,002,748     15,164       11,508,387
Charles G.T. Stonehill   339,378,053   5,785,661     14,527       11,508,387

Proposal 2: The Company's stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for fiscal year 2022. The voting results are set forth below:




    For        Against     Abstain   Broker Non-Vote
344,789,564   11,875,368   21,696           0

Proposal 3: The Company's stockholders approved an advisory resolution approving the compensation of the Company's named executive officers. The voting results are set forth below:

For Against Abstain Broker Non-Vote 330,277,404 14,768,402 132,435 11,508,387

Proposal 4: The Company's stockholders approved amendments to the Company's Amended and Restated Certificate of Incorporation to remove supermajority voting requirements and references to the AXA Shareholder Agreement and other obsolete provisions. The voting results are set forth below:




    For       Against   Abstain   Broker Non-Vote
345,103,137   55,124    19,980      11,508,387



Item 9.01 Exhibits.

Exhibit Description

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3.1         Second Amended and Restated Certificate of Incorporation of Equitable
          Holdings, Inc., effective May 19, 2022.
3.2         Equitable Holdings, Inc. Fifth Amended and Restated By-laws,
          effective May 19, 2022.
104       Cover Page Interactive Data File (embedded within the Inline XBRL
          document).

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