8-K

4 

UNITED STATES

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): December 18, 2019

AXA Equitable Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-38469	90-0226248
(State or other jurisdiction of	(Commission File Number)	(I.R.S. Employer
incorporation or organization)		Identification No.)
1290 Avenue of the Americas, New York, New York		10104
(Address of principal executive offices)		(Zip Code)

(212) 554-1234

(Registrant’s telephone number, including area code)

Not Applicable

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

Check the appropriate box below if the Form 8-K filing 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 (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Title of each class	Trading Symbol	Name of Exchange on which registered
Common Stock	EQH	New York Stock Exchange
Depositary Shares, each representing a 1/1,000th interest in a share of Fixed Rate Noncumulative Perpetual Preferred Stock, Series A	EQH PR A	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 under the Securities Act (17 CFR 230.405) or Rule 12b-2 under the Exchange Act (17 CFR 240.12b-2).

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 1.01 Entry into a Material Definitive Agreement.

The information provided under Item 5.02 hereto is incorporated herein by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e)

On December 18, 2019, AXA Equitable Holdings, Inc., AXA Equitable Life Insurance Company and Mr. Mark Pearson agreed to an amendment to Mr. Pearson’s employment agreement.  Among other items, the amendment eliminates Mr. Pearson’s ability to receive severance benefits upon his voluntary termination of employment without “good reason” (whether or not related to a “change in control” of the company) and eliminates certain fringe benefits including a company car, repatriation benefits and reimbursement for certain limited personal travel.  It also eliminates a requirement that his severance payments will cease after twelve months (instead of 24 months) in the case of involuntary termination without cause if IFRS underlying earnings for the company’s retirement and protection businesses for each of the two years prior to termination is negative. The amendment to Mr. Pearson’s employment agreement (the “MP Amendment”) is being filed herewith as Exhibit 10.1 and is incorporated herein by reference.

On December 18, 2019, AllianceBernstein L.P., AllianceBernstein Holding L.P., AllianceBernstein Corporation and Mr. Seth P. Bernstein, Chief Executive Officer of AllianceBernstein Holding L.P., agreed to an amendment to Mr. Bernstein’s employment agreement.  Among other items, the amendment reduces the circumstances which may constitute a “change in control” or a voluntary termination for “good reason” under the agreement.  The amendment also increases the cash payment he may receive upon an involuntary termination of employment without cause from an amount equal to the sum of his current base salary and bonus opportunity to 150% of that amount (which aligns to the amounts that would be payable to similarly-situated AXA Equitable employees in the event of an involuntary termination of employment without cause pursuant to the AXA Equitable Severance Benefit Plan and the AXA Equitable Supplemental Severance Plan for Executives). The amendment to Mr. Bernstein’s employment agreement (the “SB Amendment”) is being filed herewith as Exhibit 10.2 and is incorporated herein by reference.

Item 9.01.  Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description of Exhibit
10.1	MP Amendment.
10.2	SB Amendment.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	AXA EQUITABLE HOLDINGS, INC.
Date: December 19, 2019	By:	/s/ Dave S. Hattem
	Name:	Dave S. Hattem
	Title:	Senior Executive Vice President, Chief Legal Officer and Secretary

EX-10.1

AXA EQUITABLE HOLDINGS, INC

AXA EQUITABLE LIFE INSURANCE COMPANY

December 17, 2019

Mr. Mark Pearson

AXA Equitable Holdings, Inc.

1290 Avenue of the Americas, 16^th floor

New York, New York 10104

Dear Mr. Pearson:

This letter confirms our understanding regarding the amendment of your employment agreement dated March 9, 2011 (the “Agreement”). Please confirm your acceptance of the terms of this letter by signing below.

Effective as of the date of your signature below, the Agreement is hereby amended as follows:

1 – All references to “AXA Financial, Inc.” and “AXA Financial” are replaced with “AXA Equitable Holdings, Inc.” and “EQH” respectively.

2 – The second, third and fourth sentences of Section 6(e) are deleted in their entirety.

3 - The following sections are deleted in their entirety (along with any references thereto in Section 12):  Section 6(i), Section 6(k), Section 6(l), Section 7(c)(ii), Section 8(b)(Z) and Section 8(c).

By signing below, you indicate your acceptance of, consent to, and agreement with, this amendment.

Sincerely,

/s/ Jeff Hurd

Jeff Hurd

Chief Operating Officer

AXA Equitable Holdings, Inc.

AXA Equitable Life Insurance Company

ACCEPTED AND AGREED TO:

/s/ Mark Pearson

Mark Pearson

December 18, 2019

Date

EX-10.2

AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT

Amendment No. 2 dated as of December 18, 2019 to the Employment Agreement (the

“Agreement”) dated as of April 28, 2017 among Seth P. Bernstein (the “Executive”), AllianceBernstein

L.P. (“AB”), AllianceBernstein Holding L.P. (“Holding”) and AllianceBernstein Corporation (the

“Corporation”, and together with AB and Holding, the “Company”), as amended by Amendment No.

1 to the Agreement dated as of December 11, 2018.

WHEREAS, the Compensation and Workplace Practices Committee (the “Committee”) of the Board of Directors of the Corporation, during a regular meeting duly held on December 10, 2019, adopted a resolution by which the Committee approved a further amendment to the Agreement;

NOW, THEREFORE, in consideration of the foregoing premises, the mutual covenants, terms and conditions as set forth herein, and other valuable consideration, the receipt of and sufficiency of which are hereby acknowledged, it is hereby agreed between the Company and the Executive as follows:

1. Defined Terms: Terms defined in the Agreement shall have the same meaning when used in this Agreement.

2. The second sentence of Section 2 of the Agreement is hereby amended in its entirety to read as follows:

“In addition, you will have reporting responsibilities to the Chief Executive Officer of AXA Equitable Holdings, Inc., a Delaware corporation (“EQH”).

3. The reference to “AXA” in Section 6(a) of the Agreement shall be deleted and the reference to “AXA Financial” shall be changed to a reference to “EQH.”

4. The phrase at the end of Section 6(c)(i) of the Agreement,“, including if you are no longer the chief executive officer of a publicly traded entity with respect to Holding,” shall be deleted in its entirety.

5. The reference in Section 6(c)(iii) of the Agreement to “AXA Financial” shall be changed to a reference to “EQH” and the phrase in that section “and the Group Head of Global Asset Management of AXA as provided in Section 2 of this Agreement” shall be deleted.

6. Section 7(c)(ii) of the Agreement shall be modified by (i) adding the phrase “if such termination is by you for Good Reason” immediately following “subject to Section 13(b) hereof” (ii) adding the phrase “provided, however, if such termination is by the Company other than for Cause, Death or Disability, such lump sum cash amount shall be equal to such Base Salary and target bonus opportunity amount multiplied by 1.5” immediately following (i.e.., $3,000,000 or any increased amount),” and (iii) inserting “in either case” immediately following “which shall be paid.”  

7. Section 13(c)(ii) of the Agreement shall be deleted in its entirety and Section 13(c)(iii) shall be renumbered as Section 13(c)(ii).

8. In the definition of “Change in Control” attached as Annex A to the Agreement, the references to “AXA Financial” in Sections (i), (ii), (iv) and (v) of such annex shall be changed to references to “EQH;” and Section (iii) of such Annex shall be deleted in its entirety.

9. In the Confidential Separation Agreement and General Release attached to the Agreement, the reference to “AXA Financial” in Section 4 thereof shall be changed to a reference to “EQH” and the references to AXA and AXA Management Board in Sections 4 and 5 thereof, respectively, shall be deleted.

[Signature Page Follows]

IN WITNESS WHEREOF, the Company has caused this Amendment to be executed on its behalf by a duly authorized officer and the Executive has executed this Amendment on his own behalf intending to be legally bound.

ALLIANCEBERNSTEIN L.P.

BY: /s/ Larry CranchLarry Cranch        General Counsel

ALLIANCEBERNSTEIN HOLDING L.P.

BY: /s/ Larry Cranch       Larry Cranch        General Counsel

ALLIANCEBERNSTEIN CORPORATION

BY: /s/ Larry Cranch       Larry Cranch        General Counsel

AGREED TO AND ACCEPTED BY:

/s/ Seth P. Bernstein                                                                                                                                    Seth P. Bernstein  

As of December 18, 2019                                                                                                                            

Date