Ameriprise Financial (AMP) 8-KDeparture of Directors or Certain Officers

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): April 26, 2023

Registrant’s telephone number, including area code: (612) 671-3131

Former name or former address, if changed since last report: Not Applicable

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 (see General Instruction A.2. below):

¨ 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))

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

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. ¨

On February 23, 2023, the Board of Directors (the “Board”) of Ameriprise Financial, Inc. (the “Company”) adopted the Ameriprise Financial 2005 Incentive Compensation Plan, as amended and restated (the “2023 Restated Plan”), subject to shareholder approval. At the 2023 Annual Meeting of Shareholders of the Company held on April 26, 2023 (the “Annual Meeting”), the Company’s shareholders approved the 2023 Restated Plan.

A description of the material terms and conditions of the 2023 Restated Plan is set forth in the section entitled “Item 4 — To Approve the Ameriprise Financial 2005 Incentive Compensation Plan, as Amended and Restated” on pages 44 – 51 of the Company’s definitive proxy statement relating to the Annual Meeting filed with the Securities and Exchange Commission on March 17, 2023, which description is incorporated herein by reference. Such description is qualified by reference to the full text of the 2023 Restated Plan, which is attached as Exhibit 10.1 hereto and incorporated herein by reference.

The 2023 annual meeting of the shareholders of the Company was held on April 26, 2023. At the meeting, the holders of 90,725,342 shares of common stock, which represents approximately 86.28% percent of the 105,147,809 outstanding shares entitled to vote as of the February 27, 2023 record date, were represented in person or by proxy. Detailed voting results are set forth below.

Item 1 – Election of the Eight Director Nominees Named Below. The shareholders elected each director nominee for a term of one year to expire at the 2024 annual meeting of shareholders or until their successors are elected and qualified. The voting results were as follows:

Item 2 – Nonbinding Advisory Vote to Approve the Compensation of Named Executive Officers. The shareholders approved, on an advisory basis, the compensation of its named executive officers.

Item 3 — Nonbinding Advisory Vote to Approve the Frequency of Shareholder Approval of the Compensation of Named Executive Officers. The nonbinding advisory vote on the frequency of the shareholder advisory vote on the compensation of the named executive officers resulted in a majority vote for the annual approval of such compensation. The voting results were as follows:

Item 4 – Approval of the Ameriprise Financial 2005 Incentive Compensation Plan, as Amended and Restated. The shareholders approved the 2023 Restated Plan. The voting results were as follows:

Item 5 – Ratification of Audit Committee’s Selection of the Company’s Independent Registered Public Accounting Firm for 2023. The shareholders ratified the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2023.

(d) Exhibits.

SIGNATURES

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, thereunto duly authorized.