bfh-20240514

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):

May 14, 2024

BREAD FINANCIAL HOLDINGS, INC.

(Exact Name of Registrant as Specified in Charter)


Delaware	001-15749	31-1429215
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

3095 LOYALTY CIRCLE

COLUMBUS, Ohio 43219

(Address and Zip Code of Principal Executive Offices)

(614) 729-4000

(Registrant’s Telephone Number, including Area Code)

NOT APPLICABLE

(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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(e) On May 14, 2024, Bread Financial Holdings, Inc. (the “Company”) held its 2024 annual meeting of stockholders (the “Annual Meeting”) in a virtual-only format. At the Annual Meeting, the Company’s stockholders approved the Bread Financial Holdings, Inc. 2024 Omnibus Incentive Plan (the “Plan”).

For a description of the principal terms of the Plan, see “Proposal 3: Approval of the 2024 Omnibus Incentive Plan” in the Company’s Proxy Statement dated April 3, 2024 for the Annual Meeting, which description is incorporated herein by reference. A copy of the Plan is filed as Exhibit 10.1 to this report and is incorporated herein by reference.

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

As noted above, the Company’s Annual Meeting was held on May 14, 2024. A total of 43,167,443 shares of the Company’s common stock were present or represented by proxy at the Annual Meeting, representing approximately 86.59% of the Company’s shares outstanding as of March 20, 2024, 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 J. Fawcett, John C. Gerspach, Jr., Rajesh Natarajan, Joyce St. Clair, Timothy J. Theriault, Laurie A. Tucker and Sharen J. Turney was elected as a director of the Company to serve until the 2025 annual meeting of stockholders.

Ralph J. Andretta


38,375,626						For
160,121						Against
72,826						Abstain
4,558,869						Broker Non-Votes

Roger H. Ballou


37,327,633						For
1,204,470						Against
76,470						Abstain
4,558,869						Broker Non-Votes

John J. Fawcett


38,315,242						For
216,385						Against
76,946						Abstain
4,558,869						Broker Non-Votes

John C. Gerspach, Jr.


38,286,773						For
245,155						Against
76,645						Abstain
4,558,869						Broker Non-Votes

Rajesh Natarajan


37,665,013						For
866,891						Against
76,669						Abstain
4,558,869						Broker Non-Votes

Joyce St. Clair


37,729,860						For
803,762						Against
74,951						Abstain
4,558,869						Broker Non-Votes

Timothy J. Theriault


38,354,912						For
167,680						Against
85,981						Abstain
4,558,869						Broker Non-Votes

Laurie A. Tucker


37,348,666						For
1,185,311						Against
74,596						Abstain
4,558,869						Broker Non-Votes

Sharen J. Turney


37,441,153						For
1,085,113						Against
82,307						Abstain
4,558,869						Broker Non-Votes

(b) Proposal 2: Executive compensation was approved, on an advisory basis, by the Company’s stockholders.


31,462,452						For
7,112,629						Against
33,492						Abstain
4,558,869						Broker Non-Votes


36,394,759						For
2,189,842						Against
23,972						Abstain
4,558,869						Broker Non-Votes

(d) Proposal 4: The selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2024 was ratified by the Company’s stockholders.


41,841,288						For
1,294,075						Against
32,079						Abstain

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.						Document Description

10.1						Bread Financial Holdings, Inc. 2024 Omnibus Incentive Plan.

104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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 15, 2024	By:	/s/ Joseph L. Motes III
		Joseph L. Motes III Executive Vice President, Chief Administrative Officer, General Counsel and Secretary