Manulife (MFC) shareholders approve board slate, Ernst & Young and pay policy

Rhea-AI Filing Summary

Manulife Financial Corporation reported shareholder voting results from its recent meeting. All nominated directors were elected, each receiving more than 95% of votes cast, with most nominees above 98% support.

Shareholders also approved the appointment of Ernst & Young LLP as auditors with 89.51% of votes for, and passed the advisory resolution on the company’s approach to executive compensation with 94.87% support.

Key Figures

Director support – Julie E. Dickson: 927,556,188 votes for (99.66%) Director support – Donald R. Lindsay: 887,578,840 votes for (95.37%) Auditor appointment support: 874,494,950 votes for (89.51%) +3 more

6 metrics

Director support – Julie E. Dickson 927,556,188 votes for (99.66%) Election of directors resolution

Director support – Donald R. Lindsay 887,578,840 votes for (95.37%) Election of directors resolution

Auditor appointment support 874,494,950 votes for (89.51%) Appointment of Ernst & Young LLP as auditors

Auditor votes withheld 102,463,316 votes (10.49%) Appointment of Ernst & Young LLP as auditors

Say-on-pay support 882,915,170 votes for (94.87%) Advisory resolution on executive compensation

Say-on-pay against 47,758,888 votes (5.13%) Advisory resolution on executive compensation

Key Terms

Report of Voting Results, National Instrument 51-102, advisory resolution, executive compensation, +1 more

5 terms

Report of Voting Results regulatory

"Exhibit 99.1 | | Report of Voting Results"

National Instrument 51-102 regulatory

"pursuant to National Instrument 51-102, the voting results were as"

National Instrument 51-102 is a Canadian securities rule that requires public companies to regularly publish clear, standardized information about their finances and significant developments, such as quarterly and annual reports, management discussion and analysis, and notices of material changes. For investors it acts like a rule forcing businesses to keep their financial “windows” clear and up to date, making it easier to compare companies, spot risks, and make informed decisions.

advisory resolution regulatory

"A ballot was conducted for the advisory resolution accepting approach to executive compensation."

An advisory resolution is a non-binding vote by shareholders that expresses their opinion on a specific corporate matter, such as executive pay or a governance policy. It matters to investors because, like a public survey, it signals shareholder sentiment to the board and management; even though it does not force action, a strong vote for or against can prompt changes, affect company reputation, and influence future decisions that impact shareholder value.

executive compensation financial

"A ballot was conducted for the advisory resolution accepting approach to executive compensation."

Payments and benefits given to a company's top leaders — including base salary, cash bonuses, stock awards, options and retirement or perquisites — designed to compensate and motivate them. Investors care because these packages affect a company’s costs, influence executives’ decisions and signal how well management’s interests line up with shareholders’; like a captain’s contract, the structure of pay can encourage safe navigation toward long-term gains or risky short-term moves that hurt returns.

auditors financial

"A ballot was conducted for the resolution to appoint Ernst & Young LLP as auditors of the Company until the next Annual Meeting."

Auditors are independent professionals who examine a company’s financial records, internal controls and reporting to verify accuracy and uncover errors or fraud. For investors they act like a building inspector for a company’s finances: a clean audit boosts confidence in the numbers used to value the business, while audit issues or qualifications can signal higher risk and affect stock price and access to capital.

Form 6-K: How Foreign Companies Report to the SEC →

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of May 2026

Commission File Number: 1-14942

MANULIFE FINANCIAL CORPORATION

(Translation of registrant’s name into English)

200 Bloor Street East

North Tower 10

Toronto, Ontario, Canada M4W 1E5

(416) 926-3000

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☐   Form 40-F ☑

DOCUMENTS FILED AS PART OF THIS FORM 6-K

The following documents, filed as exhibits to this Form 6-K, are incorporated by reference as part of this Form 6-K:

Exhibit		Description of Exhibit
99.1		Report of Voting Results

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.

MANULIFE FINANCIAL CORPORATION
By:		/s/ Scott MacIntosh
Name:		Scott MacIntosh
Title:		Chief Counsel and Assistant Corporate Secretary

Date: May 14, 2026

Exhibit 99.1

May 14, 2026

Manulife Financial Corporation

200 Bloor Street East

Toronto, ON M4W 1E5

RE: MANULIFE FINANCIAL CORPORATION (the “Company”) – Report of Voting Results of Matters Submitted to a Vote of Common Shareholders at the Annual Meeting of the Company held May 14, 2026 (the “Meeting”)

The following matters were put to vote at the Meeting, and pursuant to National Instrument 51-102, the voting results were as follows:

1. Election of Directors

A ballot was conducted for the resolution to elect directors of the Company until the next Annual Meeting. The following nominees were elected as directors:

NAME OF NOMINEE		VOTES FOR					%					VOTES WITHHELD					%
Nicole S. Arnaboldi				923,106,544					99.19%					7,569,575					0.81%
Guy L.T. Bainbridge				908,415,354					97.61%					22,260,765					2.39%
Nancy J. Carroll				920,908,127					98.95%					9,767,992					1.05%
Julie E. Dickson				927,556,188					99.66%					3,119,931					0.34%
J. Michael Durland				920,976,611					98.96%					9,699,508					1.04%
Donald P. Kanak				928,659,130					99.78%					2,016,989					0.22%
Donald R. Lindsay				887,578,840					95.37%					43,097,279					4.63%
Anna Manning				928,957,110					99.82%					1,719,009					0.18%
John S. Montalbano				928,892,606					99.81%					1,783,513					0.19%
May Tan				918,057,264					98.64%					12,618,855					1.36%
Leagh E. Turner				928,667,625					99.78%					2,008,494					0.22%
Philip J. Witherington				928,909,491					99.81%					1,766,628					0.19%
John W. P-K. Wong				920,724,122					98.93%					9,951,997					1.07%

2. Appointment of Auditor

A ballot was conducted for the resolution to appoint Ernst & Young LLP as auditors of the Company until the next Annual Meeting. Ernst & Young LLP was appointed.

VOTES FOR				%			VOTES WITHHELD				%
874,494,950				89.51%			102,463,316				10.49%

3. Advisory resolution accepting approach to executive compensation

A ballot was conducted for the advisory resolution accepting approach to executive compensation. The advisory resolution was approved.

VOTES FOR				%			VOTES AGAINST				%
882,915,170				94.87%			47,758,888				5.13%

TSX TRUST COMPANY

(signed)

Jennifer Andersen

Head, Group Insurance

FAQ

What did Manulife (MFC) shareholders vote on at the latest meeting?

Shareholders voted on electing directors, appointing Ernst & Young LLP as auditors, and approving an advisory resolution on executive compensation. All director nominees were elected, the auditor was confirmed, and the compensation approach received strong majority support.

How strongly were Manulife (MFC) director nominees supported?

All Manulife director nominees received very high approval, generally above 95% of votes cast. Several nominees, such as Julie E. Dickson and Donald P. Kanak, received over 99% of votes in favor, indicating broad shareholder backing for the board’s composition.

Which auditor did Manulife (MFC) shareholders appoint and with what support?

Shareholders appointed Ernst & Young LLP as Manulife’s auditors until the next annual meeting. The appointment received 874,494,950 votes for, representing 89.51% support, while 102,463,316 votes, or 10.49%, were withheld from the auditor appointment resolution.

Was Manulife’s (MFC) executive compensation approach approved by shareholders?

Yes. The advisory resolution on Manulife’s approach to executive compensation was approved. It received 882,915,170 votes for, or 94.87%, and 47,758,888 votes against, or 5.13%, showing strong shareholder endorsement of the company’s pay practices.

Did any Manulife (MFC) director nominee face notable opposition?

All nominees were elected comfortably, though Donald R. Lindsay received the highest opposition. He had 887,578,840 votes for, or 95.37%, and 43,097,279 votes withheld, or 4.63%, which is still a solid approval level among shareholders.

Filing Exhibits & Attachments

1 document

Press Releases

• EX-99.1 EX-99.1 49.6 KB