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6-K 1 tm2620676d1_6k.htm FORM 6-K

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

 

 

Form 6-K

 

 

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13A-16 OR 15D-16 OF
THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of: July 2026

 

Commission File Number: 001-40509

 

 

Brookfield Wealth Solutions Ltd.
(Translation of registrant’s name into English)

 

 

Ideation House, First Floor

94 Pitts Bay Road

Pembroke, HM08

Bermuda
(Address of principal executive office)

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

 

Form 20-F x   Form 40-F ¨

 

 

 

 

 

  

INFORMATION CONTAINED IN THIS FORM 6-K REPORT

 

Exhibit Index

 

Exhibit   Description of Exhibit
99.1   Press Release dated July 16, 2026
     
99.2   Report on Voting Results

 

 

 

 

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, thereunto duly authorized.

 

  BROOKFIELD WEALTH SOLUTIONS LTD.
   
Date: July 16, 2026 By: /s/ Thomas Corbett
    Name: Thomas Corbett
    Title: Chief Financial Officer

 

 

 

EX-99.1 2 tm2620676d1_ex99-1.htm EXHIBIT 99.1

Exhibit 99.1

 

 

 

Brookfield Wealth Solutions Announces Shareholder Approval of Transaction to Simplify Corporate Structure and Results of 2026 Annual General and Special Meeting

 

BROOKFIELD, NEWS, July 16, 2026 – Brookfield Wealth Solutions (NYSE, TSX: BNT) announced that the transaction to simplify its corporate structure (the “Transaction”) received shareholder approval at its annual general and special meeting of shareholders held earlier today. Upon completion of the Transaction, Brookfield Wealth Solutions Ltd. will be delisted and Brookfield Corporation Ltd., which will be listed on the TSX and NYSE under the symbol “BN”, will be the new parent entity of the group. Completion of the Transaction is subject to customary conditions and is expected to close by year-end, subject to receipt of all applicable regulatory approvals.

 

All five nominees proposed for election to the board of directors by holders of class A exchangeable limited voting shares (“class A shares”) and all five nominees proposed for election to the board of directors by the holder of class B limited voting shares (“class B shares”) were elected. Detailed results of the vote for the election of directors are set out below.

 

Management received the following proxies from holders of class A shares in regard to the election of the five directors nominated by this shareholder class:

 

Director Nominee   Votes For   %   Votes Withheld   %
Dr. Soonyoung Chang   45,981,235   99.47   246,193   0.53
William Cox   44,756,772   96.82   1,470,656   3.18
Michele Coleman Mayes   46,120,051   99.77   107,377   0.23
Lars Rodert   46,118,901   99.77   108,527   0.23
Anne Schaumburg   45,793,443   99.06   433,985   0.94

 

Management received a proxy from the holder of class B shares to vote all 36,000 class B shares for each of the five directors nominated for election by this shareholder class, being Barry Blattman, Gregory Morrison, Lori Pearson, Sachin Shah and Michael McRaith.

 

All other matters put forth at the meeting were approved by shareholder vote and a summary of all votes cast by shareholders represented at the company’s annual general and special meeting of shareholders will be available electronically on EDGAR on the United States Securities and Exchange Commission’s website at www.sec.gov or on Brookfield Wealth Solutions’ SEDAR profile at www.sedarplus.ca.

 

* * * * *

1 | Brookfield Wealth Solutions Ltd.

 

 

 

Brookfield Wealth Solutions Ltd. (NYSE, TSX: BNT) is focused on securing the financial futures of individuals and institutions through a range of retirement services, wealth protection products and tailored capital solutions. Each class A exchangeable limited voting share of Brookfield Wealth Solutions is exchangeable on a one-for-one basis with a class A limited voting share of Brookfield Corporation (NYSE, TSX: BN). For more information, please visit our website at bnt.brookfield.com or contact:

 

Communications & Media:

Kerrie McHugh

Tel: (212) 618-3469

Email: kerrie.mchugh@brookfield.com

 

Investor Relations:

Rachel Powell
Tel: (416) 956-5141
Email: rachel.powell@brookfield.com

 

Forward-Looking Statements

 

This news release contains “forward-looking information” within the meaning of Canadian provincial securities laws and “forward-looking statements” within the meaning of applicable U.S. securities laws (collectively, “forward-looking statements”). Forward-looking statements include statements that are predictive in nature, depend upon or refer to future results, events or conditions, and reflect management’s current estimates, beliefs and assumptions, which are based on management’s perception of historical trends, current conditions and expected future developments, as well as other factors management believes are appropriate in the circumstances. Forward-looking statements are typically identified by words such as “expect,” “anticipate,” “believe,” “foresee,” “could,” “estimate,” “intend,” “plan,” “will,” “may” and similar expressions. In particular, the forward-looking statements in this news release include statements regarding the expected closing of the Transaction and receipt of related regulatory approvals.

 

These forward-looking statements are based on reasonable estimates, beliefs and assumptions, but are subject to significant business, economic, competitive and other risks and uncertainties, described from time to time in Brookfield’s filings with securities regulators in Canada and the United States, that could cause actual results to differ materially from those contemplated or implied by such statements. Readers are cautioned not to place undue reliance on forward-looking statements, which are made as of the date of this news release. Except as required by law, Brookfield undertakes no obligation to publicly update or revise any forward-looking statements.

 

2 | Brookfield Wealth Solutions Ltd.

 

 

EX-99.2 3 tm2620676d1_ex99-2.htm EXHIBIT 99.2

Exhibit 99.2

 

Brookfield WEALTH SOLUTIONS LTD.

 

REPORT ON VOTING RESULTS

 

Annual General and Special Meeting of Shareholders
July 16, 2026

 

National Instrument 51-102 – Section 11.3 (Canada)

 

An annual general and special meeting of the holders of class A exchangeable limited voting shares (“class A shares”), class B limited voting shares (“class B shares”) and class C non-voting shares (“class C shares”) of Brookfield Wealth Solutions Ltd. (the “company”) was held on July 16, 2026 at 1:00 PM Eastern Daylight Time, in a virtual meeting format via live audio webcast.

 

The following is a summary of the votes cast by the holders of the class A shares, class B shares, and class C shares represented at this meeting. Capitalized terms used herein but not otherwise defined have the meanings given to such terms in the management information circular of the company dated June 5, 2026 (the “Circular”).

 

Election of Directors

 

All of the 10 nominees proposed by management for election to the board of directors of the company were nominated and elected at this meeting by acclamation. As indicated below, each director elected at this meeting also received a majority of the proxy votes cast for and withheld from voting for the individual director.

 

Management received the following proxies from holders of class A shares in regard to the election of the five directors nominated for election by this class of shareholders:

 

Director Nominee   Votes For   %   Votes Withheld   %
Dr. Soonyoung Chang   45,981,235   99.47   246,193   0.53
William Cox   44,756,772   96.82   1,470,656   3.18
Michele Coleman Mayes   46,120,051   99.77   107,377   0.23
Lars Rodert   46,118,901   99.77   108,527   0.23
Anne Schaumburg   45,793,443   99.06   433,985   0.94

 

Management received a proxy from the holder of class B shares to vote all 36,000 class B shares for each of the five directors nominated for election by this shareholder class:

 

Director Nominee   Votes For   %
Barry Blattman   36,000   100
Michael McRaith   36,000   100
Gregory Morrison   36,000   100
Lori Pearson   36,000   100
Sachin Shah   36,000   100

 

- 2 -

 

Appointment of External Auditors

 

The resolution to reappoint Deloitte LLP, Chartered Accountants, as the external auditor of the company to hold office until the next annual general meeting of shareholders and to authorize the directors to fix the remuneration to be paid to the external auditor was approved by the majority of the votes cast by the holders of class A shares and by the holder of class B shares, each voting as a separate class.

 

Management received the following proxies from the holders of class A shares and class B shares on this resolution:

 

Class   Outcome   Votes For   %   Votes Against   %
class A shares   Carried   47,444,293   99.79   101,285   0.21
class B shares   Carried   36,000   100   Nil   Nil

 

Return of Capital Distribution Resolution

 

The resolution approving a quarterly return of capital distribution on the class A shares and the class B shares of the company in respect of the periods ending on or around September 29, 2026, December 31, 2026, March 31, 2027 and June 30, 2027, as set out in Appendix A of the Circular, was approved by the majority of the votes cast by the holders of class A shares and by the holder of class B shares, each voting as a separate class.

 

Management received the following proxies from the holders of class A shares and class B shares on this resolution:

 

Class   Outcome   Votes For   %   Votes Against   %
class A shares   Carried   46,192,042   99.92   35,386   0.08
class B shares   Carried   36,000   100   Nil   Nil

 

Transaction Resolution

 

The resolution approving the Transaction designed to simplify the corporate structure of the company, as set out in the Transaction Supplement to the Circular, was approved by the majority of the votes cast by the holders of class A shares, by the holder of class B shares and by the holders of class C shares, each voting as a separate class.

 

Management received the following proxies from the holders of class A shares, class B shares and class C shares on this resolution:

 

- 3 -

 

Class   Outcome   Votes For   %   Votes Against   %
class A shares   Carried   43,237,250   93.53   2,990,178   6.47
class B shares   Carried   36,000   100   Nil   Nil
class C shares   Carried   297,363,572   100   Nil   Nil

 

New BN Share Option Plan Resolution

 

The resolution approving a management share option plan for Brookfield Corporation Ltd. (“New BN”), as set out in the Transaction Supplement to the Circular, was approved. Approval of this resolution required the affirmative vote of (i) a majority (calculated on a combined basis) of the votes cast by the holders of class A shares and the holders of class A limited voting shares of Brookfield Corporation, and (ii) a majority (calculated on a combined basis) of the votes cast by the holder of class B shares and the holder of class B limited voting shares of Brookfield Corporation, in each case, who voted in person or by proxy at the respective meetings.

 

Management received the following proxies from the holders of class A shares and class B shares on this resolution:

 

Class   Outcome   Votes For   %   Votes Against   %
class A shares   Carried   42,380,884   91.68   3,846,544   8.32
class B shares   Carried   36,000   100   Nil   Nil

 

Management of Brookfield Corporation received proxies from a sufficient number of holders of class A limited voting shares of Brookfield Corporation and class B limited voting shares of Brookfield Corporation for the resolution approving the New BN Share Option Plan to be approved.

 

New BN Escrowed Stock Plan Resolution

 

The resolution approving an escrowed stock plan for New BN, as set out in the Transaction Supplement to the Circular, was approved. Approval of this resolution required the affirmative vote of (i) a majority (calculated on a combined basis) of the votes cast by the holders of class A shares and the holders of class A limited voting shares of Brookfield Corporation, and (ii) a majority (calculated on a combined basis) of the votes cast by the holder of class B shares and the holder of class B limited voting shares of Brookfield Corporation, in each case, who voted in person or by proxy at the respective meetings.

 

Management received the following proxies from the holders of class A shares and class B shares on this resolution:

 

Class   Outcome   Votes For   %   Votes Against   %
class A shares   Carried   42,379,188   91.68   3,848,240   8.32
class B shares   Carried   36,000   100   Nil   Nil

 

- 4 -

 

Management of Brookfield Corporation received proxies from a sufficient number of holders of class A limited voting shares of Brookfield Corporation and class B limited voting shares of Brookfield Corporation for the resolution approving the New BN Escrowed Stock Plan to be approved.

 

New BNC Escrowed Stock Plan Resolution

 

The resolution approving the escrowed stock plan for Brookfield Canada Corporation, [an affiliate of New BN], (“New BNC”), as set out in the Transaction Supplement to the Circular, was approved. Approval of this resolution required the affirmative vote of (i) a majority (calculated on a combined basis) of the votes cast by the holders of class A shares and the holders of class A limited voting shares of Brookfield Corporation, and (ii) a majority (calculated on a combined basis) of the votes cast by the holder of class B shares and the holder of class B limited voting shares of Brookfield Corporation, in each case, who voted in person or by proxy at the respective meetings.

 

Management received the following proxies from the holders of class A shares and class B shares on this resolution:

 

Class   Outcome   Votes For   %   Votes Against   %
class A shares   Carried   45,407,261   98.23   820,167   1.77
class B shares   Carried   36,000   100   Nil   Nil

 

Management of Brookfield Corporation received proxies from a sufficient number of holders of class A limited voting shares of Brookfield Corporation and class B limited voting shares of Brookfield Corporation for the resolution approving the New BNC Escrowed Stock Plan to be approved.

 

New BNC Share Option Plan Resolution

 

The resolution approving the management share option plan for New BNC, as set out in the Transaction Supplement to the Circular, was approved. Approval of this resolution required the affirmative vote of (i) a majority (calculated on a combined basis) of the votes cast by the holders of class A shares and the holders of class A limited voting shares of Brookfield Corporation, and (ii) a majority (calculated on a combined basis) of the votes cast by the holder of class B shares and the holder of class B limited voting shares of Brookfield Corporation, in each case, who voted in person or by proxy at the respective meetings.

 

Management received the following proxies from the holders of class A shares and class B shares on this resolution:

 

Class   Outcome   Votes For   %   Votes Against   %
class A shares   Carried   45,547,038   98.53   680,391   1.47
class B shares   Carried   36,000   100   Nil   Nil

 

Management of Brookfield Corporation received proxies from a sufficient number of holders of class A limited voting shares of Brookfield Corporation and class B limited voting shares of Brookfield Corporation for the resolution approving the New BNC Share Option Plan to be approved.

 

- 5 -

 

Other Business

 

There were no other matters coming before this meeting that required a vote by any of the shareholders of our company.

 

  BROOKFIELD WEALTH SOLUTIONS LTD.
   
   
  By: /s/ Seamus MacLoughlin
    Seamus MacLoughlin
Corporate Secretary

 

Date: July 16, 2026