UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On February 23, 2023, the Board of Directors (the “Board”) of Ameriprise Financial, Inc. (the “Company”) adopted the Ameriprise Financial 2005 Incentive Compensation Plan, as amended and restated (the “2023 Restated Plan”), subject to shareholder approval. At the 2023 Annual Meeting of Shareholders of the Company held on April 26, 2023 (the “Annual Meeting”), the Company’s shareholders approved the 2023 Restated Plan.
A description of the material terms and conditions of the 2023 Restated Plan is set forth in the section entitled “Item 4 — To Approve the Ameriprise Financial 2005 Incentive Compensation Plan, as Amended and Restated” on pages 44 – 51 of the Company’s definitive proxy statement relating to the Annual Meeting filed with the Securities and Exchange Commission on March 17, 2023, which description is incorporated herein by reference. Such description is qualified by reference to the full text of the 2023 Restated Plan, which is attached as Exhibit 10.1 hereto and incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The 2023 annual meeting of the shareholders of the Company was held on April 26, 2023. At the meeting, the holders of 90,725,342 shares of common stock, which represents approximately 86.28% percent of the 105,147,809 outstanding shares entitled to vote as of the February 27, 2023 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 shareholders elected each director nominee for a term of one year to expire at the 2024 annual meeting of shareholders 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 | 76,495,021 | 8,433,218 | 186,863 | 5,610,240 | |||||
| Dianne Neal Blixt | 81,398,402 | 3,596,314 | 120,386 | 5,610,240 | |||||
| Amy DiGeso | 74,805,922 | 10,181,914 | 127,266 | 5,610,240 | |||||
| Armando Pimentel, Jr. | 84,095,358 | 854,592 | 165,152 | 5,610,240 | |||||
| Robert F. Sharpe, Jr. | 74,480,835 | 10,480,743 | 153,524 | 5,610,240 | |||||
| Brian T. Shea | 80,509,733 | 4,443,378 | 161,991 | 5,610,240 | |||||
| W. Edward Walter III | 82,792,169 | 2,158,154 | 164,779 | 5,610,240 | |||||
| Christopher J. Williams | 80,470,022 | 4,485,002 | 160,078 | 5,610,240 |
Item 2 – Nonbinding Advisory Vote to Approve the Compensation of Named Executive Officers. The shareholders approved, on an advisory basis, the compensation of its named executive officers.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 69,734,797 | 15,135,224 | 245,081 | 5,610,240 |
Item 3 — Nonbinding Advisory Vote to Approve the Frequency of Shareholder Approval of the Compensation of Named Executive Officers. The nonbinding advisory vote on the frequency of the shareholder advisory vote on the compensation of the named executive officers resulted in a majority vote for the annual approval of such compensation. The voting results were as follows:
| One Year | Two Years | Three Years | Abstentions | |||
| 83,105,585 | 197,021 | 1,632,114 | 180,382 |
Item 4 – Approval of the Ameriprise Financial 2005 Incentive Compensation Plan, as Amended and Restated. The shareholders approved the 2023 Restated Plan. The voting results were as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 75,051,094 | 9,809,444 | 254,564 | 5,610,240 |
Item 5 – Ratification of Audit Committee’s Selection of the Company’s Independent Registered Public Accounting Firm for 2023. The shareholders ratified the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2023.
| Votes For | Votes Against | Abstentions | ||
| 89,406,553 | 1,215,258 | 103,531 |
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description | |
Exhibit 10.1 |
Ameriprise Financial 2005 Incentive Compensation Plan, as amended and restated | |
| Exhibit 104 | Cover page is formatted in iXBRL (Inline eXtensible Business Reporting Language) |
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, thereunto duly authorized.
| AMERIPRISE FINANCIAL, INC. (Registrant) | ||
| Date: April 28, 2023 | By: | /s/ Wendy B. Mahling |
| Name: | Wendy B. Mahling | |
| Title: | Senior Vice President, Corporate Secretary & Securities and Corporate Law | |