Date of report (Date of earliest event reported):
May 16, 2023
(Exact Name of Registrant as Specified in Charter)
Delaware 001-15749 31-1429215
(State or Other Jurisdiction
of Incorporation)
File Number)
(IRS Employer
Identification No.)
COLUMBUS, Ohio 43219
(Address and Zip Code of Principal Executive Offices)
(614) 729-4000
(Registrant’s Telephone Number, including Area Code)
(Former name or former address, if changed since last report)☐
Check the appropriate box below if the Form 8-K 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
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading symbol Name of each exchange on which registered
Common Stock, par value $0.01 per share BFH NYSE
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 5.07 Submission of Matters to a Vote of Security Holders.

On May 16, 2023, Bread Financial Holdings, Inc. (the “Company”) held its 2023 annual meeting of stockholders (the “Annual Meeting”) in a virtual-only format. A total of 43,694,628 shares of the Company’s common stock were present or represented by proxy at the Annual Meeting, representing approximately 87.18% of the Company’s shares outstanding as of March 23, 2023, the record date set for the Annual Meeting. The matters voted on at the Annual Meeting and the results for each matter were as follows:

(a) Proposal 1: Each of Ralph J. Andretta, Roger H. Ballou, John C. Gerspach, Jr., Rajesh Natarajan, Timothy J. Theriault, Laurie A. Tucker and Sharen J. Turney was elected as a director of the Company to serve until the 2024 annual meeting of stockholders.

Ralph J. Andretta
39,736,089 For
289,130 Against
25,951 Abstain
3,643,458 Broker Non-Votes

Roger H. Ballou
38,332,100 For
1,693,599 Against
25,471 Abstain
3,643,458 Broker Non-Votes

John C. Gerspach, Jr.
39,743,527 For
282,828 Against
24,815 Abstain
3,643,458 Broker Non-Votes

Rajesh Natarajan
39,104,269 For
917,354 Against
29,547 Abstain
3,643,458 Broker Non-Votes

Timothy J. Theriault
39,734,096 For
288,017 Against
29,057 Abstain
3,643,458 Broker Non-Votes

Laurie A. Tucker
34,363,895 For
5,662,407 Against
24,867 Abstain
3,643,458 Broker Non-Votes

Sharen J. Turney
38,129,564 For
1,894,212 Against
27,394 Abstain
3,643,458 Broker Non-Votes

(b) Proposal 2: Executive compensation was approved, on an advisory basis, by the Company’s stockholders.
30,233,625 For
9,779,603 Against
37,942 Abstain
3,643,458 Broker Non-Votes

(c) Proposal 3: The frequency of holding future advisory votes on executive compensation was approved, on an advisory basis, by the Company’s stockholders for every “one year.”
38,160,451 One Year
22,157 Two Years
1,840,392 Three Years
28,170 Abstain
3,643,458 Broker Non-Votes

Based on these voting results and in accordance with their recommendation, the Board of Directors determined to hold an advisory vote on executive compensation annually. The next required advisory vote on the frequency of advisory votes on executive compensation will be held at the 2029 annual meeting of stockholders.

(d) Proposal 4: The selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2023 was ratified by the Company’s stockholders.
42,809,474 For
848,153 Against
37,001 Abstain

Item 9.01 Financial Statements and Exhibits.
(d) Exhibits

Exhibit No. Document Description
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Bread Financial Holdings, Inc.
Date: May 18, 2023
By: /s/ Joseph L. Motes III
Joseph L. Motes III
Executive Vice President, Chief
Administrative Officer, General
Counsel and Secretary

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