bfh-20250513

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):

May 13, 2025

BREAD FINANCIAL HOLDINGS, INC.

(Exact Name of Registrant as Specified in Charter)


Delaware	001-15749	31-1429215
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

3095 LOYALTY CIRCLE

COLUMBUS, Ohio 43219

(Address and Zip Code of Principal Executive Offices)

(614) 729-4000

(Registrant’s Telephone Number, including Area Code)

NOT APPLICABLE

(Former name or former address, if changed since last report)☐

Check the appropriate box below if the Form 8-K 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

☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act

☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading symbol

Name of each exchange on which registered

Common Stock, par value $0.01 per share

BFH

NYSE

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.

On May 13, 2025, Bread Financial Holdings, Inc. (the “Company”) held its 2025 annual meeting of stockholders (the “Annual Meeting”) in a virtual-only format. A total of 42,851,128 shares of the Company’s common stock were present or represented by proxy at the Annual Meeting, representing approximately 88.69% of the Company’s shares outstanding as of March 20, 2025, 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, Roger H. Ballou, 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 2026 annual meeting of stockholders.

Ralph J. Andretta


38,889,467						For
15,427						Against
55,946						Abstain
3,890,288						Broker Non-Votes

Roger H. Ballou


37,732,649						For
1,169,624						Against
58,566						Abstain
3,890,288						Broker Non-Votes

John J. Fawcett


38,649,648						For
252,259						Against
58,933						Abstain
3,890,288						Broker Non-Votes

John C. Gerspach, Jr.


38,882,130						For
20,221						Against
58,488						Abstain
3,890,288						Broker Non-Votes

Praniti Lakhwara


38,875,513						For
26,827						Against
58,499						Abstain
3,890,288						Broker Non-Votes

Rajesh Natarajan


38,630,115						For
237,857						Against
92,867						Abstain
3,890,288						Broker Non-Votes

Joyce St. Clair


38,566,313						For
336,788						Against
57,738						Abstain
3,890,288						Broker Non-Votes

Timothy J. Theriault


38,850,902						For
51,646						Against
58,292						Abstain
3,890,288						Broker Non-Votes

Laurie A. Tucker


38,423,698						For
478,999						Against
58,142						Abstain
3,890,288						Broker Non-Votes

Sharen J. Turney


38,368,355						For
495,606						Against
96,879						Abstain
3,890,288						Broker Non-Votes

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


37,034,075						For
1,857,225						Against
69,539						Abstain
3,890,288						Broker Non-Votes

(c) Proposal 3: The selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2025 was ratified by the Company’s stockholders.


41,906,939						For
874,903						Against
69,285						Abstain

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).

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 hereunto duly authorized.


	Bread Financial Holdings, Inc.

Date: May 14, 2025	By:	/s/ Joseph L. Motes III
		Joseph L. Motes III Executive Vice President, Chief Administrative Officer, General Counsel and Secretary