BFH Bread Financial Holdings, Inc. - 8-K

Item 5.07 Submission of Matters to a Vote of Security Holders.

On May 19, 2026, Bread Financial Holdings, Inc. (the “Company”) held its 2026 annual meeting of stockholders (the “Annual Meeting”) in a virtual-only format. A total of 37,841,186 shares of the Company’s common stock were present or represented by proxy at the Annual Meeting, representing approximately 91.35% of the Company’s shares outstanding as of March 25, 2026, the record date set for the Annual Meeting. The matters voted on at the Annual Meeting and the results for each matter were as follows:

(a) Proposal 1: Each of Ralph J. Andretta, John J. Fawcett, John C. Gerspach, Jr., Praniti Lakhwara, Rajesh Natarajan, Joyce St. Clair, Timothy J. Theriault, Laurie A. Tucker and Sharen J. Turney was elected as a director of the Company to serve until the 2027 annual meeting of stockholders.

Ralph J. Andretta

34,147,196

For

133,556

Against

7,681

Abstain

3,552,752

Broker Non-Votes

John J. Fawcett

34,218,396

For

62,228

Against

7,809

Abstain

3,552,752

Broker Non-Votes

John C. Gerspach, Jr.

34,024,883

For

255,432

Against

8,118

Abstain

3,552,752

Broker Non-Votes

Praniti Lakhwara

34,241,651

For

32,194

Against

14,588

Abstain

3,552,752

Broker Non-Votes

Rajesh Natarajan

33,998,473

For

281,302

Against

8,658

Abstain

3,552,752

Broker Non-Votes

Joyce St. Clair

34,261,613

For

19,165

Against

7,655

Abstain

3,552,752

Broker Non-Votes

Timothy J. Theriault

34,141,303

For

139,063

Against

8,067

Abstain

3,552,752

Broker Non-Votes

Laurie A. Tucker

33,855,221

For

425,581

Against

7,631

Abstain

3,552,752

Broker Non-Votes

Sharen J. Turney

33,874,190

For

406,562

Against

7,681

Abstain

3,552,752

Broker Non-Votes

Roger H. Ballou, who has been a director of the Company since 2001, did not stand for re-election and retired from our Board of Directors effective May 19, 2026.

(b) Proposal 2: Executive compensation was approved, on an advisory basis, by the Company’s stockholders.

31,508,096

For

2,754,478

Against

25,859

Abstain

3,552,752

Broker Non-Votes

(c) Proposal 3: The 2026 Employee Stock Purchase Plan, was approved by the Company’s stockholders.

34,219,041

For

55,969

Against

13,423

Abstain

3,552,752

Broker Non-Votes

(d) Proposal 4: The selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2026 was ratified by the Company’s stockholders.

36,998,194

For

822,956

Against

20,035

Abstain

0

Broker Non-Votes

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Document Description

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).