F&G Annuities & Life (FG) Proxy Filing summary

Executive summary

• Annual meeting scheduled for June 25, 2025, to be held virtually, with shareholders able to vote online, by phone, or by mail.

• Company achieved record assets under management of $65.3 billion as of December 31, 2024, and returned $125 million to shareholders in 2024.

• Strong solvency with an estimated risk-based capital ratio over 410% and 96% of fixed maturity securities rated NAIC 1 or 2.

• FNF owns approximately 82% of outstanding shares, making the company a controlled entity under NYSE rules.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) election of two Class III directors for terms expiring 2028, (2) a non-binding advisory vote on executive compensation (Say-on-Pay), and (3) ratification of Ernst & Young LLP as independent auditor for 2025.

• Board recommends voting for all director nominees and for Proposals 2 and 3.

• Shareholder proposals for the 2026 meeting must be received by December 31, 2025.

Board of directors and corporate governance

• Board consists of eight directors, with a mix of long-serving and recently added members to ensure diversity and relevant expertise.

• Three standing committees: audit, compensation, and corporate governance/nominating, all with independent members.

• Annual board and committee performance evaluations, robust stock ownership guidelines, and a clawback policy are in place.

• No supermajority voting requirement for shareholder action.

• Controlled company status exempts from some NYSE independence requirements, but all compensation and nominating committee members are independent.