Business Context and Reporting Period
This Form 8-K Current Report was filed by AXA Equitable Holdings, Inc. (EQH) on February 27, 2019. The report details corporate governance actions, specifically an amendment to an executive employment agreement and an increase in the share reserve for the company's equity incentive plan.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses on corporate actions rather than financial performance results.
Material Changes and Corporate Actions
- Executive Employment Amendment: On February 27, 2019, EQH amended Mr. Pearson's employment agreement to align the definition of "change in control" with the AXA Equitable Supplemental Severance Plan for Executives.
- Incentive Plan Expansion: The Compensation Committee approved an amendment to the 2019 Omnibus Incentive Plan on February 25, 2019, increasing the number of shares available for equity awards by 2,000,000.
- Shareholder Approval: On February 28, 2019 (the Record Date), AXA S.A. executed a written consent approving the plan amendment. AXA holds voting power over 313,162,500 shares, representing approximately 60.0% of the 522,335,074 outstanding shares.
Outlook, Risks, and Procedural Details
EQH will file an Information Statement on Schedule 14C with the SEC and mail it to stockholders as of the Record Date. The amendment to the Incentive Plan will become effective twenty days from the date the Information Statement is first mailed. The filing relies on Section 228 of the Delaware General Corporation Law, which permits actions to be taken by written consent without a meeting or prior notice if the minimum required votes are obtained.
Investor Verification Checklist
- Verify the effective date of the Incentive Plan amendment once the Schedule 14C is mailed.
- Confirm the specific terms of the "change in control" definition in the amended Pearson employment agreement.
- Monitor the total number of shares available for issuance under the Omnibus Incentive Plan post-amendment.
- Note that AXA S.A. retains approximately 60.0% voting control of the company.