Jackson Financial (JXN) investors approve directors, auditor and executive pay package

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Jackson Financial Inc. reported the final results of its annual shareholder meeting held on May 21, 2026. Shareholders elected all director nominees to the Board for one-year terms, with each nominee receiving over 54.5 million votes in favor and limited votes against or abstaining.

Shareholders also ratified the appointment of KPMG LLP as independent auditor for the fiscal year ending December 31, 2026, with 60,759,089 votes for and 1,784,842 against. In a non-binding advisory vote, shareholders approved executive compensation, with 54,284,534 votes in favor and 1,040,877 against, out of 70,413,578 shares entitled to vote as of March 24, 2026.

8-K Event Classification

2 items: 5.07, 9.01

2 items

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Shares entitled to vote: 70,413,578 shares Shares represented at meeting: 62,573,327 shares Auditor ratification For votes: 60,759,089 votes +5 more

8 metrics

Shares entitled to vote 70,413,578 shares Issued, outstanding and entitled to vote as of March 24, 2026

Shares represented at meeting 62,573,327 shares Present in person or by proxy at the annual meeting

Auditor ratification For votes 60,759,089 votes Votes in favor of ratifying KPMG LLP for fiscal year 2026

Auditor ratification Against votes 1,784,842 votes Votes against ratifying KPMG LLP for fiscal year 2026

Say-on-pay For votes 54,284,534 votes Non-binding advisory approval of executive compensation

Say-on-pay Against votes 1,040,877 votes Non-binding advisory vote opposing executive compensation

Broker non-votes on directors 6,963,701 votes Broker non-votes listed in the director election results

Director nominee top For vote 55,253,246 votes Highest For vote among director nominees (Russell G. Noles)

Key Terms

Broker Non-Vote, non-binding advisory vote, forward-looking statements, Inspector of Election, +1 more

5 terms

Broker Non-Vote financial

"Esta E. Stecher | | 54,735,158 | 636,152 | 238,316 Broker Non-Vote 6,963,701"

non-binding advisory vote financial

"the Company’s shareholders, by non-binding advisory vote, approved the executive compensation"

A non-binding advisory vote is a shareholder vote that expresses investors’ opinion on a proposal (such as executive pay, corporate policy, or governance practices) but does not legally force the company to act. Think of it like a customer survey: it signals whether owners approve or disapprove and can pressure boards and managers to change course, so investors watch the result as an indicator of governance risk and potential future shifts in company strategy or leadership.

forward-looking statements regulatory

"The information in this report contains forward-looking statements about future events and circumstances"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

Inspector of Election regulatory

"as reported by American Election Services, LLC, the Company’s independent Inspector of Election"

An inspector of election is an independent individual or firm appointed to oversee and verify a company’s shareholder vote, acting like a neutral referee who counts ballots, confirms voter eligibility, and certifies the official results. Investors care because the inspector’s work ensures votes on key issues — such as board members, mergers or executive pay — are tallied fairly and accurately, which protects shareholder rights and preserves confidence in corporate governance.

emerging growth company regulatory

"Emerging growth company Item 5.07. Submission of Matters to a Vote of Security Holders."

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

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Understanding 8-K Material Events →

05/26/2026 - 04:30 PM

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): May 21, 2026

Jackson Financial Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-40274		98-0486152
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

1 Corporate Way, Lansing, Michigan			48951
(Address of principal executive offices)			(Zip Code)

(517) 381-5500

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

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:

¨	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(s)	Name of Exchange on which registered

Class A Common Stock, Par Value $0.01 Per Share	JXN	New York Stock Exchange

Depositary Shares, each representing a 1/1,000th interest in a share of Fixed-Rate Reset Noncumulative Perpetual Preferred Stock, Series A	JXN PRA	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 under the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 under 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 Company held its Annual Meeting of Shareholders (the “Annual Meeting”) on May 21, 2026. Set forth below are the final, certified voting results for each proposal presented at the Annual Meeting, as reported by American Election Services, LLC, the Company’s independent Inspector of Election. The number of shares issued, outstanding and entitled to vote at the Annual Meeting as of the record date of March 24, 2026, was 70,413,578.

Of the 62,573,327 shares present in person or represented by proxy at the Annual Meeting, the Company’s shareholders elected, with the respective votes set forth opposite their names, the following persons to the Company’s Board of Directors to hold office for a one-year term until the 2027 annual meeting of shareholders or until their successors are duly elected and qualified:

	Director Nominee	For	Against	Abstain
Lily Fu Claffee		55,191,037	376,127	42,462
Gregory T. Durant		55,243,731	334,922	30,973
Steven A. Kandarian		54,580,400	997,664	31,562
Derek G. Kirkland		55,245,410	330,570	33,646
Drew E. Lawton		55,247,068	330,675	31,883
Martin J. Lippert		55,196,393	381,587	31,746
Russell G. Noles		55,253,246	323,370	33,010
Laura L. Prieskorn		55,241,106	336,768	31,752
Esta E. Stecher		54,735,158	636,152	238,316
Broker Non-Vote: 6,963,701

At the Annual Meeting, the Company’s shareholders ratified the appointment of KPMG LLP as Jackson Financial Inc.’s independent auditor for the fiscal year ending December 31, 2026. Voting results on this proposal were as follows:

For	Against	Abstain
60,759,089	1,784,842	29,396

At the Annual Meeting, the Company’s shareholders, by non-binding advisory vote, approved the executive compensation of the Company’s named executive officers. Voting results on this proposal were as follows:

For	Against	Abstain	Broker Non-Vote
54,284,534	1,040,877	284,215	6,963,701

SAFE HARBOR

The information in this report contains forward-looking statements about future events and circumstances and their effects upon revenues, expenses and business opportunities. Generally speaking, any statement in this report not based upon historical fact is a forward-looking statement. Forward-looking statements can also be identified by the use of forward-looking or conditional words, such as “could,” “should,” “can,” “continue,” “estimate,” “forecast,” “intend,” “look,” “may,” “expect,” “believe,” “anticipate,” “plan,” “predict,” “remain,” “future,” “confident” and “commit” or similar expressions. In particular, statements regarding plans, strategies, prospects, targets and expectations regarding the business and industry are forward-looking statements. They reflect expectations, are not guarantees of performance and speak only as of the dates the statements are made. We caution investors that these forward-looking statements are subject to known and unknown risks and uncertainties that may cause actual results to differ materially from those projected, expressed or implied. Other factors that could cause actual results to differ materially from those in the forward-looking statements include those reflected in Part I, Item 1A. Risk Factors and Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 24, 2026, and elsewhere in the Company’s reports filed with the SEC. Except as required by law, Jackson Financial Inc. does not undertake to update such forward-looking statements. You should not rely unduly on forward-looking statements.

WEBSITE INFORMATION

Visit investors.jackson.com to view information regarding Jackson Financial Inc. We routinely use our investor relations website as a primary channel for disclosing key information to our investors. We may use our website as a means of disclosing material, non-public information and for complying with our disclosure obligations. Accordingly, investors should monitor our investor relations website, in addition to following our press releases, filings with the SEC, public conference calls, presentations, and webcasts. We and certain of our senior executives may also use social media channels to communicate with our investors and the public about our Company and other matters, and those communications could be deemed to be material information. The information contained on, or that may be accessed through, our website, our social media channels, or our executives’ social media channels is not incorporated by reference into and is not part of this report.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
104		Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL Document)

SIGNATURE

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 hereunto duly authorized.

	JACKSON FINANCIAL INC.

Date: May 26, 2026	By:	/s/ Carrie L. Chelko
	Name:	Carrie L. Chelko
	Title:	Executive Vice President and General Counsel

Source: View Original Filing on SEC EDGAR

FAQ

What did Jackson Financial Inc. (JXN) shareholders vote on at the 2026 annual meeting?

Shareholders elected the full slate of director nominees, ratified KPMG LLP as independent auditor for 2026, and approved executive compensation in a non-binding advisory vote, based on certified results from American Election Services, LLC.

How many Jackson Financial Inc. (JXN) shares were eligible to vote at the 2026 annual meeting?

A total of 70,413,578 Jackson Financial Inc. shares were issued, outstanding, and entitled to vote as of the March 24, 2026 record date, establishing the base against which meeting participation and voting turnout were measured.

What were the auditor ratification results for Jackson Financial Inc. (JXN) in 2026?

Shareholders ratified the appointment of KPMG LLP as independent auditor for the year ending December 31, 2026, with 60,759,089 votes for, 1,784,842 votes against, and 29,396 abstentions reported in the certified tally.

How did Jackson Financial Inc. (JXN) shareholders vote on executive compensation?

In a non-binding advisory vote, shareholders approved the compensation of named executive officers, with 54,284,534 votes for, 1,040,877 against, 284,215 abstentions, and 6,963,701 broker non-votes recorded at the annual meeting.

Were Jackson Financial Inc. (JXN) director nominees elected at the 2026 annual meeting?

Yes. All named director nominees, including Lily Fu Claffee, Gregory T. Durant, and others, were elected to one-year Board terms, each receiving over 54 million votes in favor with relatively few votes against or abstaining.

How many Jackson Financial Inc. (JXN) shares were represented at the 2026 annual meeting?

A total of 62,573,327 shares were present in person or represented by proxy at the annual meeting, compared with 70,413,578 shares issued, outstanding, and entitled to vote as of the March 24, 2026 record date.

Filing Exhibits & Attachments

4 documents