Corebridge Financial Inc.
03/16/2026 | Press release | Distributed by Public on 03/16/2026 14:48
Management Change/Compensation (Form 8-K)
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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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Pursuant to the director designation right held by Nippon Life Insurance Company (Nippon) pursuant to the Stockholder's Agreement, dated as of December 9, 2024 (the Stockholder's Agreement), Corebridge Financial, Inc. (the Company) was notified on March 11, 2026 that Nippon will be effecting a change in one of its designated directors with Minoru Kimura departing from the Board of Directors of the Company (the Board), effective as of April 20, 2026. His departure is in connection with Nippon's normal personnel assignment rotations and is not related to any disagreement with the Company on any matter relating to the Company's operations, policies or practices.
Pursuant to the Stockholder's Agreement, until the date that the share ownership percentage of Nippon is less than 5%, Nippon shall have the right to designate a number of individuals to serve as directors equal to the product of the total number of directors multiplied by the share ownership percentage of Nippon, with such number of directors rounded down to the nearest whole number (a Nippon Designee). As of March 16, 2026, Nippon has the right to designate three Nippon Designees, which includes sitting directors Mr. Kimura, Keith Gubbay and Tomohiro Yao, as well as a replacement for Mr. Kimura following his departure. The Company expects to appoint a Nippon Designee to replace Mr. Kimura, subject to the Board's good faith determination, after consultation with outside legal counsel, that such action is consistent with its fiduciary duties and complies with applicable law.
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