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

Executive summary

• Annual meeting scheduled for July 17, 2024, to be held virtually, with shareholders able to vote online, by phone, or by mail.

• Company experienced record asset growth, reaching $49.5 billion in AUM as of December 31, 2023, and returned $119 million to shareholders in 2023.

• FNF remains the controlling shareholder with approximately 84% ownership; a $250 million investment from FNF was completed in January 2024.

• Board and management emphasize strong solvency, robust governance, and a diversified business model post-acquisition.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) election of three Class II directors for terms expiring in 2027, (2) a non-binding advisory vote on executive compensation (Say-on-Pay), and (3) ratification of Ernst & Young LLP as independent auditor for 2024.

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

• Shareholder proposals for the 2025 meeting must be received by February 6, 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.

• Board conducts annual performance evaluations and has adopted robust stock ownership guidelines and a clawback policy.

• Controlled company status exempts the board from certain NYSE requirements, but all committee members are currently independent.

• Board composition emphasizes diversity in age, gender, nationality, race, ethnicity, and sexual orientation.