false
0000820027
AMERIPRISE FINANCIAL INC
0000820027
2026-04-29
2026-04-29
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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):
April 29, 2026
| AMERIPRISE FINANCIAL, INC. |
| (Exact name of registrant as specified in its charter) |
| |
| Delaware |
|
001-32525 |
|
13-3180631 |
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
|
1099 Ameriprise Financial Center
Minneapolis, Minnesota |
|
55474 |
| (Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: (612) 671-3131
Former name or former address,
if changed since last report: Not Applicable
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):
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12
under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant
to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant
to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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 $.01 per share) |
|
AMP |
|
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 5.07 | Submission of Matters to a Vote of Security Holders. |
The 2026 annual meeting
of the shareholders of the Company was held on April 29, 2026. At the meeting, the holders of 78,335,494 shares of common stock,
which represents approximately 86.4% of the 90,689,669 outstanding shares entitled to vote as of the March 2, 2026, 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
2027 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 |
|
|
68,019,068 |
|
|
|
4,534,672 |
|
|
|
280,794 |
|
|
|
5,500,960 |
|
| Robert F. Sharpe, Jr. |
|
|
67,843,593 |
|
|
|
4,921,475 |
|
|
|
69,466 |
|
|
|
5,500,960 |
|
| Dianne Neal Blixt |
|
|
68,124,291 |
|
|
|
4,613,738 |
|
|
|
96,505 |
|
|
|
5,500,960 |
|
| Amy DiGeso |
|
|
65,655,057 |
|
|
|
7,076,691 |
|
|
|
102,786 |
|
|
|
5,500,960 |
|
| Christopher J. Williams |
|
|
71,018,197 |
|
|
|
1,672,027 |
|
|
|
144,310 |
|
|
|
5,500,960 |
|
| Glynis A. Bryan |
|
|
72,288,976 |
|
|
|
448,581 |
|
|
|
96,977 |
|
|
|
5,500,960 |
|
| Liane J. Pelletier |
|
|
72,533,365 |
|
|
|
201,640 |
|
|
|
99,529 |
|
|
|
5,500,960 |
|
| Brian T. Shea |
|
|
71,226,122 |
|
|
|
1,506,700 |
|
|
|
101,712 |
|
|
|
5,500,960 |
|
Item 2 - Ratification of Audit and Risk
Committee’s appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2026.
The shareholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting
firm for 2026.
| Votes For |
|
|
Votes Against |
|
|
Abstentions |
|
| |
75,820,390 |
|
|
|
2,449,928 |
|
|
|
65,176 |
|
| |
|
|
|
|
|
|
|
|
|
|
Item 3 – Nonbinding Advisory Vote
to Approve the Compensation of Named Executive Officers. The shareholders approved, on an advisory basis, the compensation of the
named executive officers.
| Votes For |
|
|
Votes Against |
|
|
Abstentions |
|
|
Broker Non-Votes |
|
| |
65,673,362 |
|
|
|
6,847,326 |
|
|
|
313,846 |
|
|
|
5,500,960 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
|
Description |
| |
|
|
| 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 30, 2026 |
By: |
/s/ Wendy B. Mahling |
| |
Name: |
Wendy B. Mahling |
| |
Title: |
Senior Vice President, Corporate Secretary & Securities and Corporate Law |