BREAD FINANCIAL HOLDINGS, INC. 8-K

What Happened
Bread Financial Holdings, Inc. announced the results of its virtual 2026 annual meeting of stockholders held May 19, 2026. A total of 37,841,186 shares were present or represented by proxy (about 91.35% of outstanding shares as of the March 25, 2026 record date). Nine director nominees were elected to serve until the 2027 annual meeting, Roger H. Ballou retired and did not stand for re-election, stockholders approved the advisory executive compensation vote, approved the 2026 Employee Stock Purchase Plan (ESPP), and ratified Deloitte & Touche LLP as the company’s independent registered public accounting firm for 2026.

Key Details

• Shares represented: 37,841,186 (≈91.35% of outstanding as of March 25, 2026).
• Director elections (votes FOR shown):
  • Ralph J. Andretta: 34,147,196 For; 133,556 Against; 7,681 Abstain; 3,552,752 Broker Non-Votes
  • John J. Fawcett: 34,218,396 For; 62,228 Against; 7,809 Abstain; 3,552,752 Broker Non-Votes
  • John C. Gerspach, Jr.: 34,024,883 For; 255,432 Against; 8,118 Abstain; 3,552,752 Broker Non-Votes
  • Praniti Lakhwara: 34,241,651 For; 32,194 Against; 14,588 Abstain; 3,552,752 Broker Non-Votes
  • Rajesh Natarajan: 33,998,473 For; 281,302 Against; 8,658 Abstain; 3,552,752 Broker Non-Votes
  • Joyce St. Clair: 34,261,613 For; 19,165 Against; 7,655 Abstain; 3,552,752 Broker Non-Votes
  • Timothy J. Theriault: 34,141,303 For; 139,063 Against; 8,067 Abstain; 3,552,752 Broker Non-Votes
  • Laurie A. Tucker: 33,855,221 For; 425,581 Against; 7,631 Abstain; 3,552,752 Broker Non-Votes
  • Sharen J. Turney: 33,874,190 For; 406,562 Against; 7,681 Abstain; 3,552,752 Broker Non-Votes
• Other proposals:
  • Advisory vote on executive compensation (Say-on-Pay): 31,508,096 For; 2,754,478 Against; 25,859 Abstain; 3,552,752 Broker Non-Votes.
  • 2026 Employee Stock Purchase Plan approved: 34,219,041 For; 55,969 Against; 13,423 Abstain; 3,552,752 Broker Non-Votes.
  • Auditor ratified: Deloitte & Touche LLP — 36,998,194 For; 822,956 Against; 20,035 Abstain.

Why It Matters
The vote results confirm board continuity with nine directors elected and show substantial shareholder turnout (~91%), indicating strong engagement. Approval of the ESPP and the advisory say-on-pay vote reflect shareholder support for the company’s compensation framework and employee equity programs. Ratification of Deloitte & Touche LLP as auditor maintains continuity in external oversight. For investors, these outcomes signal stability in governance and ongoing shareholder backing for management’s compensation and equity-plan initiatives.