Brighthouse Financial, Inc. 8-K

What Happened

• Brighthouse Financial, Inc. announced that its stockholders approved the Agreement and Plan of Merger with Aquarian Holdings VI L.P. at a virtual special meeting held Feb 12, 2026. The merger agreement is dated Nov 6, 2025 and names Aquarian Beacon Merger Sub Inc. and Aquarian Holdings LLC as related parties.
• As of the Jan 5, 2026 record date, 57,184,099 shares were outstanding. At the special meeting, 39,837,608 shares (≈69.7%) were present virtually or by proxy, constituting a quorum.

Key Details

• Merger Proposal vote: For 39,728,503; Against 50,048; Abstain 59,057 (≈99.7% of shares present voted FOR).
• Advisory (non-binding) vote on executive compensation related to the merger: For 32,891,771; Against 6,512,865; Abstain 432,972.
• Adjournment proposal vote (to solicit additional proxies if needed): For 37,813,382; Against 1,935,656; Abstain 88,570. An adjournment was not required because there were sufficient votes to approve the merger.
• The company issued a news release on Feb 12, 2026 announcing the shareholder approval (filed as Exhibit 99.1 in the 8-K).

Why It Matters

• Stockholder approval clears a key regulatory and corporate governance step for the planned acquisition by Aquarian Holdings; the vote is a material development for investors because it enables progress toward closing the transaction under the merger agreement.
• The advisory vote on executive compensation was approved, signaling shareholder support (non-binding) for how named executive officers may be paid in connection with the merger.
• Turnout and strong “For” voting percentages indicate broad shareholder backing at the meeting; investors should monitor future filings for closing conditions, timing, and any additional approvals or regulatory updates.