What changed in this filing

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Item 5. Other Information

2022-05-11 compared with 2021-11-10 · 47 added, 27 removed, 22 unchanged (77% of the section changed)

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.

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).

The following documents are filed as exhibits hereto:

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.

Form of Subordinated Indenture, between Jackson Financial Inc.

and The Bank of New York Mellon Trust Company, N.A., as Trustee (the “Subordinated Indenture”), incorporated by reference to exhibit 4.5 to Jackson Financial Inc.’s Form S-3, dated January 27, 2022.

Form of Junior Subordinated Indenture, between Jackson Financial Inc.

and The Bank of New York Mellon Trust Company, N.A.

as Trustee (the “Junior Subordinated Indenture”), incorporated by reference to exhibit 4.6 to Jackson Financial Inc.’s Form S-3, dated January 27, 2022.

Separation Agreement, by and between Aimee DeCamillo and Jackson National Life Insurance Company, dated as of January 26, 2022, incorporated herein by reference to exhibit 10.1 to Jackson Financial Inc.’s Form 8-K, dated February 9, 2022.

Separation Agreement, by and between Andrew J.

Bowden and Jackson National Life Insurance Company, dated April 5, 2021, incorporated herein by reference to exhibit 10.8 to Jackson National Life Insurance Company’s Post-Effective Amendment No.

1 to Form S-1 Registration Statement, dated April 22, 2022.

Offer Letter Agreement to Laura L.

Prieskorn, dated February 10, 2021, incorporated herein by reference to exhibit 10.19 to Jackson National Life Insurance Company’s Post-Effective Amendment No.

1 to Form S-1 Registration Statement, dated April 22, 2022.

Offer Letter to Scott E.

Romine, dated December 13, 2021, incorporated herein by reference to exhibit 10.20 to Jackson National Life Insurance Company’s Post-Effective Amendment No.

1 to Form S-1 Registration Statement, dated April 22, 2022.

Offer Letter Agreement to Marcia L.

Wadsten, dated February 10, 2021, incorporated herein by reference to exhibit 10.21 to Jackson National Life Insurance Company’s Post-Effective Amendment No.

1 to Form S-1 Registration Statement, dated April 22, 2022.

2021 Form of Notice and the 2021 Performance Unit Award Agreement, which also was granted to Scott E.

Romine, incorporated herein by reference to exhibit 10.25 to Jackson Financial Inc.’s 10-K Annual Report for the year ending December 31, 2021, filed on March 7, 2022.

2021 Form of Notice and the 2021 Restricted Share Unit Award Agreement, which also was granted to Scott E.

Romine, incorporated herein by reference to exhibit 10.26 to Jackson Financial Inc.’s 10-K Annual Report for the year ending December 31, 2021, filed on March 7, 2022.

2021 Form of Notice and the 2021 Celebration Award Res tricted Share Unit Award Agreement, which also was granted to Scott E.

Romine, incorporated herein by reference to exhibit 10.27 to Jackson Financial Inc.’s 10-K Annual Report for the year ending December 31, 2021, filed on March 7, 2022.

2021 Form of Equity Award Exchange Notice and the 2019 PRUDENTIAL PLC LONG TERM INCENTIVE PLAN AWARD CERTIFICATE (converted to performance share units, and share settled) for Scott E.

2021 2020 Form of Equity Award Exchange Notice and the 2020 PRUDENTIAL PLC LONG TERM INCENTIVE PLAN AWARD CERTIFICATE (converted to performance share units, share settled) for Scott E.

2022 Restricted Share Unit Award Agreement (including Notice of Award of Restricted Share Units that are share settled) between Jackson Financial Inc.

Chad Myers, Laura L.

Prieskorn, Scott E.

Romine, Craig D.

Smith and Marcia L.

2022 Performance Unit Award Agreement (including Notice of Award of Performance Units that are share settled) between Jackson Financial Inc.

Chad Myers, Laura L.

Prieskorn, Scott E.

Romine, Craig D.

Smith and Marcia L.

2022 Amended and Restated Performance Unit Award Agreement (including Notice of Award of Performance Units that are share settled) between Jackson Financial Inc.

Chad Myers, Laura L.

Prieskorn, Scott E.

Romine, Craig D.

Smith and Marcia L.

10.14 Class A Common Stock Repurchase Agreement between Jackson Financial Inc.

and Athene C o-Invest Reinsurance Affiliate 1A Ltd., incorporated by reference to exhibit 10.1 to Jackson Financial Inc.’s Form 8-K, dated March 14, 2022.

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.

10 unchanged sentences

101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document

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).

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

* Filed herewith.

† Identifies each management contract or compensatory plan or arrangement.

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.

November 10, 2021 By:

May 11, 2022 By:

/s/ Marcia Wadsten

4 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 5. Other Information