UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
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| (Exact name of registrant as specified in its charter) | |||||
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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 (see General Instruction A.2. below):
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).
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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. ¨
Securities registered pursuant to Section 12(b) of the Act:
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The 2022 annual meeting of the stockholders of the Company was held on April 27, 2022. At the meeting, the holders of 95,944,338 shares of common stock, which represents approximately 86.8% percent of the 110,577,197 outstanding shares entitled to vote as of the February 28, 2022 record date, were represented in person or by proxy. Detailed voting results are set forth below.
Item 1 – Election of the Eight Director Nominees Named Below. The stockholders elected each director nominee for a term of one year to expire at the 2023 annual meeting of stockholders or until their successors are elected and qualified. The voting results were as follows:
| Name | Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||||||
| James M. Cracchiolo | 80,385,977 | 9,542,329 | 147,371 | 5,868,661 | ||||||||||||
| Dianne Neal Blixt | 82,932,603 | 7,037,711 | 105,363 | 5,868,661 | ||||||||||||
| Amy DiGeso | 80,211,454 | 9,636,488 | 227,735 | 5,868,661 | ||||||||||||
| Lon R. Greenberg | 87,314,422 | 2,593,360 | 167,895 | 5,868,661 | ||||||||||||
| Robert F. Sharpe, Jr. | 79,207,011 | 10,638,690 | 229,976 | 5,868,661 | ||||||||||||
| Brian T. Shea | 89,477,968 | 432,122 | 165,587 | 5,868,661 | ||||||||||||
| W. Edward Walter III | 86,456,567 | 3,370,839 | 248,271 | 5,868,661 | ||||||||||||
| Christopher J. Williams | 89,133,558 | 783,486 | 158,633 | 5,868,661 | ||||||||||||
Item 2 – Nonbinding Advisory Vote to Approve the Compensation of Named Executive Officers. The stockholders approved, on an advisory basis, the compensation of its named executive officers.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||
| 72,280,754 | 17,363,600 | 431,323 | 5,868,661 | |||||||||||
Item 3 – Ratification of Audit Committee’s Selection of the Company’s Independent Registered Public Accounting Firm for 2022. The stockholders ratified the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2022.
| Votes For | Votes Against | Abstentions | ||||||||
| 94,360,663 | 1,497,962 | 85,713 | ||||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| AMERIPRISE FINANCIAL, INC. | ||
| (Registrant) | ||
| Date: April 29, 2022 | By | /s/ Wendy B. Mahling |
| Wendy B. Mahling | ||
| Senior Vice President — Corporate Secretary & Securities and Corporate Law | ||