fg-20230712

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):

July 12, 2023

F&G Annuities & Life, Inc.

(Exact Name of Registrant as Specified in its Charter)

001-41490

(Commission File Number)


Delaware			85-2487422
(State or Other Jurisdiction of Incorporation)			(IRS Employer Identification Number)

801 Grand Avenue, Suite 2600

Des Moines, Iowa 50309

(Addresses of Principal Executive Offices)

(515) 330-3340

(Registrant's Telephone Number, Including Area Code)

(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	Name of Each Exchange on Which Registered
F&G Common Stock, $0.001 par value	FG	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 F&G Annuities & Life, Inc. Annual Meeting of Shareholders was held July 12, 2023. As of May 19, 2023, the record date for the Annual Meeting, 126,383,323 shares of common stock of the Company were outstanding and entitled to vote. A quorum of shares of common stock were present or represented at the Annual Meeting. The number of votes cast for, against or withheld, as well as abstentions, if applicable, with respect to each proposal is set out below:

1. Elect three Class I directors to serve until the 2026 Annual Meeting of Shareholders or until their successors are duly elected and qualified or their earlier death, resignation or removal




	FOR	WITHHELD	BROKER NON-VOTES
John D. Rood	120,035,998	749,465	2,667,428
Michael J. Nolan	117,992,601	2,792,862	2,667,428
Douglas Martinez	120,509,500	275,963	2,667,428

Directors whose term of office as a director continued after the meeting are as follows:

Class II (term expires at the 2024 Annual Shareholders Meeting): Raymond R. Quirk, Douglas K. Ammerman, and Celina Doka

Class III (term expires at the 2025 Annual Shareholders Meeting): Christopher O. Blunt and William P. Foley, II

2. To approve a non-binding advisory resolution on the compensation paid to our named executive officers



FOR	AGAINST	ABSTAIN	BROKER NON-VOTES
119,723,588	1,004,808	57,067	2,667,428

3. To approve a non-binding advisory basis, of the frequency (annual or "1 Year," biennial or "2 Years," triennial or "3 Years") with which we solicit future non-binding advisory votes on the compensation paid to our named executive officers



1 YEAR	2 YEAR	3 YEAR	ABSTAIN
120,424,124	108,909	220,441	31,989

4. Ratification and appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the 2023 fiscal year


FOR	AGAINST	ABSTAIN
123,401,151	13,709	38,031

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 hereunto duly authorized.


	F&G Annuities & Life, Inc.


Date: July 17, 2023	By:	/s/ Jodi Ahlman
		Name: Jodi Ahlman
		Title: General Counsel & Secretary