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): December 23, 2019 (December 19, 2019)
Brighthouse Financial, Inc.
(Exact name of registrant as specified in its charter)
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| Delaware |
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001-37905 |
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81-3846992 |
| (State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
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| 11225 North Community House Road Charlotte, North Carolina |
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28277 |
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(Zip Code) |
Registrant’s telephone number, including area code: (980) 365-7100
Not Applicable
(Former name or former 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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class |
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Trading symbol(s) |
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Name of each exchange on which registered |
| Common Stock, par value $0.01 per share |
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BHF |
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The Nasdaq Stock Market LLC |
| Depositary Shares, each representing a 1/1,000th interest in a share of 6.600% Non-Cumulative Preferred Stock, Series A |
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BHFAP |
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The Nasdaq Stock Market LLC |
| 6.250% Junior Subordinated Debentures due 2058 |
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BHFAL |
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The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Adoption of Limited Death Benefit Plan
On December 19, 2019, Brighthouse Services, LLC (“Brighthouse Services”) adopted the Brighthouse Services, LLC Limited Death Benefit Plan (the “Limited Death Benefit Plan”), effective as of that date, to provide a benefit to Participants who die while employed by Brighthouse Services or its designated affiliates (“Brighthouse”). “Participants” are employees of Brighthouse who are entitled to a “traditional formula” benefit upon retirement under the MetLife, Inc. Auxiliary Retirement Plan (the “MetLife ARP”) and whose employment transferred from MetLife Group, Inc. to Brighthouse Services in connection with the separation of Brighthouse Financial, Inc. (the “Company”) from MetLife, Inc. Under the MetLife ARP, Participants are not entitled to a traditional formula benefit if they die while employed by Brighthouse. The Limited Death Benefit Plan provides the Participants with a benefit in the form of a final wage payment that approximates the MetLife ARP benefit that would be lost should they die while employed by Brighthouse. The Limited Death Benefit Plan has 15 Participants, of whom two, John Rosenthal and Christine M. DeBiase, are executive officers of the Company and were named executive officers (“NEOs”) in the Company’s 2019 proxy statement. The potential amount of the benefit to be paid to the NEOs is included in Appendix A to the Limited Death Benefit Plan, which is filed as Exhibit 10.1 hereto, and incorporated herein by reference. As an offset to Brighthouse Services’ potential liabilities under the Limited Death Benefit Plan, Brighthouse Services has purchased company-owned life insurance (“COLI”) policies on the lives of two Participants. Brighthouse Services is the beneficiary under the policies and will receive the COLI proceeds upon an insured’s death.
The foregoing description is a summary of the Limited Death Benefit Plan and is qualified in its entirety by reference to the complete terms and conditions of the Limited Death Benefit Plan.
| Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits