Jackson Financial Inc. 10-Q

Item 5. Other Information . What is the deadline for receipt of stockholder proposals for inclusion in the 2022 annual meeting proxy statement? A stockholder who intends to present a proposal at the first annual meeting of stockholders and who wishes the proposal to be included in our proxy materials for that meeting pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (Exchange Act), must submit the proposal in writing to the Secretary at the address of the principal executive offices of the Company: Corporate Secretary Jackson Financial Inc. 1 Corporate Way Lansing, MI 48951 The proposal must be received by Jackson no later than Friday, November 26, 2021 and must comply with the applicable SEC rules and other requirements prescribed in our By-laws. What is the procedure for stockholder nominations of Directors or proposals to transact business at the 2022 annual meeting of stockholders? A stockholder entitled to vote for the election of Directors at an annual meeting and who is a stockholder of record on: • the record date for that annual meeting, • the date the stockholder provides timely notice to Jackson, and • the date of the annual meeting may directly nominate persons for Director or make proposals of other business to be brought before the annual meeting, by providing proper timely written notice to the Corporate Secretary at the address of the principal executive offices of the Company (see above). Our By-laws require that written notice of business proposals (excluding notice of nominees for the election of Directors) intended to be presented by a stockholder at the first annual meeting, but that are not intended for inclusion in our proxy statement for that meeting pursuant to Rule 14a-8 of the Exchange Act, be delivered to the Secretary at address of the principal executive offices of the Company (see above) no earlier than January 1, 2022, and no later than January 31, 2022, and must comply with the applicable SEC rules and other requirements prescribed in our By-laws. Our By-laws also require that written notice of nominees for the election of Directors intended to be made by a stockholder at the first annual meeting be delivered to the Secretary at the address of the principal executive offices of the Company (see above), by no later than the dates with respect to submission of business proposals under our By-laws, which in this case is no earlier than January 1, 2022, and no later than January 31, 2022, and must comply with the applicable SEC rules and other requirements prescribed in our By-laws. To be in proper written form, these notices must include certain information required by our By-laws, including information about the stockholder, any beneficial owner on whose behalf the proposal or nomination is being made, their respective affiliates or associates or others acting in concert with them, and any proposed Director nominee. 119 A copy of our By-laws is available under Governance in the Investor Relations section of our website at investors.jackson.com or may be obtained free of charge on written request to the Secretary at the address of the principal executive offices of the Company (see above). Item 6. Exhibits . Number Description 2.1 Demerger Agreement, between Prudential plc and Jackson Financial Inc., dated as of August 6, 2021, incorporated by reference to Exhibit 2.1 to Jackson Financial Inc.’s Current Report on Form 8-K, dated August 6, 2021. 3.1 Second Amended and Restated Certificate of Incorporation of Jackson Financial Inc. , incorporated by reference to Exhibit 3.1 to Jackson Financial Inc.’s Current Report on Form 8-K, dated September 10, 2021. 3.2 Second Amended and Restated Bylaws of Jackson Financial Inc. , incorporated by reference to Exhibit 3.2 to Jackson Financial Inc.’s Current Report on Form 8-K, dated September 10, 2021. 10.1 Registration Rights Agreement, among Jackson Financial Inc., Prudential plc and Athene Co-Invest Reinsurance Affiliate 1A Ltd., dated as of August 6, 2021, incorporated by reference to Exhibit 10.1 to Jackson Financial Inc.’s Current Report on Form 8-K, dated August 6, 2021. 10.2 Letter Agreement by and among Prudential plc, Jackson Financial Inc. and Athene Co-Invest Reinsurance Affiliate 1A Ltd., dated as of August 6, 2021, incorporated by reference to Exhibit 10.2 to Jackson Financial Inc.’s Current Report on Form 8-K, dated August 6, 2021. 31.1* Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities and Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2* Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities and Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1** Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2** Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 101.INS* Inline XBRL Instance Document – The instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document 101.SCH* Inline XBRL Taxonomy Extension Schema Document 101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document 101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document 104* The cover page from this Quarterly Report on Form 10-Q for the quarter ended September 30, 2021, formatted in Inline XBRL (included with Exhibit 101 attachments). * Filed herewith 120 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. JACKSON FINANCIAL INC. (Registrant) Date: November 10, 2021 By: /s/ Marcia Wadsten Marcia Wadsten Executive Vice President and Chief Financial Officer (Principal Financial Officer) 121