Form 8-K - Current report

---

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): January 13, 2025

 

Corebridge Financial, Inc.

 (Exact name of registrant as specified in its charter)

 

Delaware	001-41504	95-4715639
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

 

2919 Allen Parkway, Woodson Tower,

Houston, Texas 77019

(Address of principal executive offices)

Registrant’s telephone number, including area code: 1-877-375-2422

 

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(s)		Name of each exchange on which registered
Common Stock		CRBG		New York Stock Exchange
6.375% Junior Subordinated Notes due 2064		CRBD		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. ☐

 

---

---

5.02	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On January 13, 2025, the Board of Directors (the “Board”) of Corebridge Financial, Inc. (the “Company”) elected Colin Parris, age 62, to the Board, effective immediately. There was no arrangement or understanding between Mr. Parris and any other person pursuant to which he was selected as a director. The Board affirmatively determined that Mr. Parris qualifies as an independent director under the Corporate Governance Standards of the New York Stock Exchange and Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Mr. Parris will be compensated in accordance with previously disclosed compensation programs for the Company’s independent directors. The Board has not yet determined committee assignments for Mr. Parris.

 

On January 13, 2025, the Board elected Keith Gubbay, age 70, to the Board, effective immediately. Mr. Gubbay serves as a member of the Board pursuant to the stockholder’s agreement by and between the Company and Nippon Life Insurance Company, a mutual company (sougogaisha) organized under the laws of Japan (“Nippon”) pursuant to which Nippon has the right to designate members of the Board.  The Board affirmatively determined that Mr. Gubbay qualifies as an independent director under the Corporate Governance Standards of the New York Stock Exchange and Rule 10A-3 under the Exchange Act. Mr. Gubbay will be compensated in accordance with previously disclosed compensation programs for the Company’s independent directors. The Board has not yet determined committee assignments for Mr. Gubbay.

 

In connection with the election of Mr. Parris and Mr. Gubbay, the Board increased the number of directors serving on the Board from eleven to thirteen.

 

Item 8.01.

Other Events

 

On January 13, 2025, the Company issued a press release announcing that Mr. Parris and Mr. Gubbay have been elected to the Board, a copy of which is furnished as Exhibit 99.1 and incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits.

 

(d)

Exhibits.

 

	99.1	Press release dated January 13, 2025.
	104	Cover Page to this Current Report on Form 8-K in Inline XBRL.

---

SIGNATURES

 

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 thereunto duly authorized.

 

			Corebridge Financial, Inc.
Date:	January 13, 2025	By:	/s/ Jeannette N. Pina
			Name:	Jeannette N. Pina
			Title:	Deputy General Counsel and Corporate Secretary

---

---

Exhibit 99.1

Corebridge Financial Announces Keith Gubbay and Colin J. Parris Appointed to Board of Directors

HOUSTON – January 13, 2025 – Corebridge Financial (NYSE: CRBG) today announced that Keith Gubbay and Colin J. Parris have joined its Board of Directors. With these appointments, the Corebridge Financial Board of Directors now consists of 13 members.

“We are pleased to welcome two very strong additions to our Board,” said Alan Colberg, Chair of the Board of Corebridge Financial.  “Keith and Colin bring deep business experience as well as significant technical expertise and strategic insight that will be extremely valuable for Corebridge as our company continues to innovate, execute, and deliver for stakeholders.”

Mr. Gubbay’s appointment follows and results from Nippon Life Insurance Company’s acquisition of a 21.6% equity interest in Corebridge Financial. He most recently served as Chairman of Resolution Life Group’s US businesses, a position he held until December 2024. Mr. Gubbay joined Resolution in 2014 to establish and help lead its US business and served as President and Chief Actuarial Officer as well as Chief Executive Officer of Resolution Life, US. Prior to joining Resolution, Mr. Gubbay held senior roles with Sun Life, ING Americas and Whitehall Financial Group. He is a Fellow of the Society of Actuaries and a member of the American Academy of Actuaries.

Dr. Parris is a former Senior Vice President and Chief Technology Officer at GE Digital and Senior Corporate Officer of the GE Corporation, a position he held from May 2020 to April 2024. Before spending a decade with GE, he spent twenty years at IBM in a variety of executive roles, serving most recently as Vice President, Systems Research in the IBM T.J. Watson Research Division and General Manager of the IBM Power Systems Division. He has an extensive technology background with significant experience in software and digital transformation and is a member of the National Academy of Engineering. Dr. Parris currently serves on the board of directors for technology firms APTIV and Diebold Nixdorf.

# # #

About Corebridge Financial

Corebridge Financial, Inc. makes it possible for more people to take action in their financial lives. With more than $410 billion in assets under management and administration as of September 30, 2024, Corebridge Financial is one of the largest providers of retirement solutions and insurance products in the United States. We proudly partner with financial professionals and institutions to help individuals plan, save for and achieve secure financial futures. For more information, visit corebridgefinancial.com and follow us on LinkedIn, YouTube and Instagram.

---

 

Contacts

Işıl Müderrisoğlu (Investors): [e-mail]

Matt Ward (Media): [e-mail]

 

---

Document and Entity Information	Jan. 13, 2025
Entity Listings [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 13, 2025
Entity File Number	001-41504
Entity Registrant Name	Corebridge Financial, Inc.
Entity Central Index Key	0001889539
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	95-4715639
Entity Address, Address Line One	2919 Allen Parkway
Entity Address, Address Line Two	Woodson Tower
Entity Address, City or Town	Houston
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	77019
City Area Code	877
Local Phone Number	375-2422
Entity Emerging Growth Company	false
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Common Stock [Member]
Entity Listings [Line Items]
Title of 12(b) Security	Common Stock
Trading Symbol	CRBG
Security Exchange Name	NYSE
6.375% Junior Subordinated Notes due 2064 [Member]
Entity Listings [Line Items]
Title of 12(b) Security	6.375% Junior Subordinated Notes due 2064
Trading Symbol	CRBD
Security Exchange Name	NYSE

---