crbg-202403110001889539FALSE00018895392024-03-112024-03-11
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): March 13, 2024 (March 11, 2024)
Corebridge Financial, Inc.
(Exact name of Registrant as Specified in Its Charter)
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| Delaware | 001-41504 | 95-4715639 |
(State or Other Jurisdiction
of Incorporation) | (Commission File Number) | (IRS Employer
Identification No.) |
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2919 Allen Parkway, Woodson Tower, | | |
Houston, Texas | | 77019 |
| (Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s Telephone Number, Including Area Code: 1-877-375-2422
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)) |
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| Title of each class | | Trading
Symbol(s) | | Name of each exchange on which registered |
| Common Stock | | CRBG | | New York Stock Exchange |
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 1.01 Entry into a Material Definitive Agreement.
On March 11, 2024, Corebridge Financial, Inc. (the “Company”) entered into an Amendment and Waiver of Consent and Voting Rights (the “Amendment and Waiver”) with American International Group, Inc. (“AIG”) and certain affiliates of Argon Holdco LLC (“Argon”) and Blackstone, Inc. (“Blackstone”) that (i) amends the Stockholders Agreement, dated as of November 2, 2021, between the Company, AIG and Argon such that Argon shall have no right to consent to any repurchase of shares of common stock of the Company, par value $0.01 per share (“Common Stock”) if such repurchase would result in Argon owning, of record, more than 9.9% of the then-outstanding Common Stock, provided that, no such repurchase will be permitted if it would result in Argon owning, of record, more than 14.9% of the then-outstanding Common Stock and (ii) waives the right of Argon, Blackstone and certain of their affiliates to vote or act by written consent with respect to any shares of Common Stock owned by them from time to time.
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 thereunto duly authorized.
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| | | Corebridge Financial, Inc. |
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| Date: | March 13, 2024 | By: | /s/ Christine Nixon |
| | | Name: Christine Nixon
Title: Executive Vice President and General Counsel |