Brookfield Renewable Corp 6-K, filed May 14, 2025

About this 6-K

Brookfield Renewable Corp (BEPC)

6-K 2025-05-14 For: 2025-05-14

View Original

Added on April 12, 2026

Appointment of Proxyholder

I/We being holder(s) of securities of Brookfield Renewable Corporation (the “Corporation”) hereby appoint: Connor Teskey, Chief Executive Officer, or failing this person, Patrick Taylor, Chief Financial Officer, or failing this person, Jennifer Mazin, Co-President and General Counsel (the “Management Nominees”)

Print the name of the person you are appointing if this person is someone other than the Management Nominees listed herein.

Note: If completing the appointment box above YOU MUST go to http://www.computershare.com/BEPC and provide Computershare with the name and email address of the person you are appointing. Computershare will use this information ONLY to provide the appointee with a user name to gain entry to the online meeting.

Brookfield Renewable Corp filed this 6-K on May 14, 2025.

Search and read filings like this one from Claude or ChatGPT with the SEC filings MCP server →


Exhibit		Title

99.1		Form of Proxy Card
99.2		Notice of Annual Meeting of Shareholders and Management Information Circular


	BROOKFIELD RENEWABLE CORPORATION
Date: May 14, 2025	By:	/s/ Jennifer Mazin
		Name: Jennifer Mazin
		Title: Co-President, General Counsel and Corporate Secretary




• Call the number listed BELOW from a touch tone telephone. 1-866-732-VOTE (8683) Toll Free	• Go to the following web site: www.investorvote.com • Smartphone? Scan the QR code to vote now.	• You can enroll to receive future securityholder communications electronically by visiting www.investorcentre.com.	• You can attend the meeting virtually by visiting the URL provided on the back of this document.


Signature of Proxyholder	Signature(s)	Date

I/We authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any proxy previously given with respect to the Meeting. If no voting instructions are indicated above, and the proxy appoints the Management Nominees, this Proxy will be voted as recommended by Management. If you are voting on behalf of a corporation you are required to provide your name and designation of office, e.g., ABC Inc. per John Smith, President.

	Signing Capacity


Interim Financial Statements - Mark this box if you would like to receive Interim Financial Statements and accompanying Management’s Discussion and Analysis by mail.				Annual Financial Statements - Mark this box if you would like to receive the Annual Financial Statements and accompanying Management’s Discussion and Analysis by mail.


PART ONE – VOTING INFORMATION			1

Use of Certain Terms			1
Who Can Vote			2
Notice and Access			2
Q & A on Voting			3
Principal Holders of Voting Shares			8

PART TWO – BUSINESS OF THE MEETING			10

1. Receiving the Consolidated Financial Statements			10
2. Election of Directors			10
Voting by Proxy			11
Director Nominees			11
Summary of 2025 Nominees for Director			17
2024 Director Attendance			17
3. Appointment of External Auditor			18
Principal Accounting Firm Fees			18

PART THREE – STATEMENT OF CORPORATE GOVERNANCE PRACTICES			20

Overview			20
Board of Directors			20
Committees of the Board			24
Management Diversity			27
Approach to Sustainability			27
Code of Business Conduct and Ethics			30
Personal Trading Policy			31

PART FOUR – DIRECTOR COMPENSATION AND EQUITY OWNERSHIP			32

Director Compensation			32
Equity Ownership of Directors			33

PART FIVE – REPORT ON EXECUTIVE COMPENSATION			34

Executive Overview			34
Compensation Elements Paid by Brookfield			35
Base Salaries			35
Cash Bonus and Long-Term Incentive Plans			36
Key Accomplishments			38
Performance Graph			38
Summary of Compensation			39
Pension and Retirement Benefits			44
Termination and Change of Control Benefits			44

PART SIX – OTHER INFORMATION			46

Indebtedness of Directors, Officers and Employees			46
Audit Committee			46
Related Party Transactions			46
Normal Course Issuer Bid			47
Cautionary Statement Regarding the Use of Non-IFRS Measures			47
Availability of Disclosure Documents			48
Other Business			48
Directors’ Approval			48


			Page

APPENDIX A – CHARTER OF THE BOARD			49

APPENDIX B – CHARTER OF THE AUDIT COMMITTEE			52


Resolution	Who Votes	Board Recommendation

Election of the Directors	exchangeable shareholders;	FOR each director nominee
	class B shareholders

Appointment of the External Auditor and	exchangeable shareholders;	FOR the resolution
authorizing Directors to set its remuneration	class B shareholders



Mail	Telephone	Online

Computershare Investor Services Inc.	Direct dial outside North America at	Email:
100 University Avenue, 8th Floor	514-982-7555	service@computershare.com
Toronto, Ontario M5J 2Y1	within Canada and the United States	Website:
	toll free at 1-800-564-6253	www.computershare.com


	Shares Outstanding
Name	Number Owned	Percentage^(a)
Brookfield Corporation^(b)	44,813,835	25.0%


● Jeffrey Blidner	● Sarah Deasley	● Nancy Dorn

● Eleazar de Carvalho Filho	● Randy MacEwen	● Lou Maroun
● Stephen Westwell	● Patricia Zuccotti


	For	Withhold

2. Appointment of Auditors


All Director Nominees Exhibit:

● High personal and professional integrity and ethics		● A commitment to sustainability and social issues

● A proven record of success		● An inquisitive and objective perspective

● Experience relevant to the Corporation’s global activities		● An appreciation of the value of good corporate governance


*$ thousands*	2024	2023

Audit fees	12,821	11,123

Audit-related fees	461	488

Tax fees	34	243

Total fees	13,316	11,854


	As of December 31, 2024		As of December 31, 2023
	Number	%	Number	%
Women on the Board	3	33%	3	30%


	Independent^(a)	Affiliated^(b)	Management^(c)	Reason for Affiliated or Management Status

Jeffrey Blidner		✔		Mr. Blidner is a Vice Chair of Brookfield Corporation

Sarah Deasley	✔

Nancy Dorn	✔

Eleazar de Carvalho Filho	✔

Randy MacEwen	✔

Lou Maroun	✔

Stephen Westwell	✔

Patricia Zuccotti	✔


	Director Compensation Table
	Fees Earned in Cash	Share and option- based awards	All other compensation	Compensation Total
Name and Board Positions	($)	($)	($)	($)
Jeffrey Blidner^(a)	—	—	—	—
Chair of the Board

Scott Cutler^(b)	165,000	—	—	165,000

Sarah Deasley	165,000	—	—	165,000

Nancy Dorn	172,500	—	—	172,500
Member of the Nominating and
Governance Committee and Lead
Independent Director

Eleazar de Carvalho Filho^(c)	165,000	—	—	165,000
Member of the Audit Committee

Randy MacEwen^(c)	165,000	—	—	165,000

Lou Maroun	172,500	—	—	172,500
Chair of the Nominating and
Governance Committee and Member
of the Audit Committee

Stephen Westwell	165,000	—	—	165,000
Member of the Audit Committee and
Member of the Nominating and
Governance Committee

Patricia Zuccotti	185,000	—	—	185,000
Chair of the Audit Committee


Name	Age	Years of Experience in Relevant Industry or Role	Years at Brookfield	Position with the Service Provider in 2024

Connor Teskey	37	15	12	Chief Executive Officer

Wyatt Hartley	44	19	15	Chief Financial Officer^(a)

Julian Deschâtelets	50	28	14	Head of Capital Markets and Treasury

Jennifer Mazin	51	26	11	General Counsel

F. Mitchell Davidson	62	29	7	Chief Executive Officer, U.S. Operations


	July 30, 2020	December 31, 2020	December 31, 2021	December 31, 2022	December 31, 2023	December 31, 2024

Brookfield Renewable Corporation	100.0	200.1	129.1	107.1	114.8	125.9
S&P / TSX Composite Index Total Return	100.0	108.4	135.7	127.9	143.0	173.9


							Summary Compensation Table
					Non-equity Incentive Plan Compensation
			Annual Base Salary		Annual Cash Bonus^(a)		Deferred Share Units (DSUs)^(a)		Restricted Shares^(a)		Long- Term Incentive Plans^(b)		Escrowed Shares^(c)		Options^(d)		All Other Compensation^(e)		Total Annual Compensation
Name and Principal Position	Year		($)		($)		($)		($)		($)		($)		($)		($)		($)

Connor Teskey		2024		1,000,000		1,000,000		—		—		160,108		5,588,250		—		72,181		7,820,539
Chief Executive Officer of the Service Provider		2023 2022		894,740 766,920		894,740 766,920		— —		2,835,040 —		22,510 113,321		4,362,851 3,922,875		— —		66,532 65,498		9,076,413 5,635,534

Wyatt Hartley		2024		474,500		474,500		—		—		—		—		876,667		30,187		1,855,854
Chief Financial Officer of the Service Provider		2023 2022		438,000 383,250		438,000 383,250		— —		— —		— —		— —		533,646 547,372		29,363 27,856		1,439,009 1,341,728

Julian Deschâtelets		2024		365,000		346,750		—		18,250		91,460		—		461,624		7,065		1,290,150
Managing Partner, Renewable Power & Transition and Head of Capital Markets and Treasury of the Service Provider		2023 2022		346,750 328,500		346,750 260,975		— —		— 18,250		9,488 —		— —		281,213 253,810		6,683 6,004		990,884 867,539

Jennifer Mazin		2024		492,750		492,750		—		—		1,276,372		—		745,305		30,187		3,037,364
Managing Partner, Renewable Power & Transition and General Counsel of the Service Provider		2023 2022		474,500 419,750		474,500 419,750		— —		— —		— —		— —		486,037 493,236		29,801 28,289		1,464,838 1,361,025

F. Mitchell Davidson		2024		750,000		1,500,000		—		—		364,565		—		—		37,566		2,652,130
Chief Executive Officer, U.S. Operations		2023 2022		725,000 675,000		725,000 675,000		— —		— —		— —		— —		500,427 558,748		37,168 33,037		1,987,595 1,941,785


	Brookfield Asset Management Share-Based Awards^(a)
	Option Awards Vested and Unvested		Restricted Shares			Escrowed Shares			Deferred Share Units (DSUs)
	Number of Securities Underlying Unexercised Options	Market Value of Unexercised in-the- money Options^(b)	Number of Unvested RS	Market Value of Unvested RS^(c)	Market Value of Vested RS^(c)	Number of Unvested ES	Market Value of Unvested ES^(d)	Market Value of Vested ES^(d)	Number of Unvested DSUs	Market Value of Unvested DSUs^(e)	Market Value of Vested DSUs^(e)
	(#)	($)	(#)	($)	($)	(#)	($)	($)	(#)	($)	($)

Connor Teskey	253,083	6,332,186	—	—	—	1,625,641	29,185,234	5,484,940	—	—	122,231

Wyatt Hartley	303,250	6,698,115	915	49,625	74,443	—	—	—	—	—	—

Julian Deschâtelets	36,175	703,967	20	1,111	107,604	—	—	—	—	—	—

Jennifer Mazin	237,412	7,938,249	—	—	283,415	—	—	—	—	—	38,094

F. Mitchell Davidson	83,024	1,963,646	—	—	—	—	—	—	—	—	—


	Brookfield Asset Management Option-Based Awards
Name	Number of securities underlying unexercised options (#)		Options exercise price ($)		Options expiration date	Market value of unexercised options^(a) ($)
Connor Teskey		76,715		21.36	February 25, 2029		2,518,768
		151,368		32.75	February 24, 2030		3,245,103
		25,000		31.46	February 21, 2031		568,315
		253,083					6,332,186

Wyatt Hartley		5,700		17.81	February 16, 2027		207,359
		6,037		19.50	February 25, 2028		209,394
		6,862		21.36	February 25, 2029		225,299
		6,375		27.99	December 13, 2029		167,013
		3,356		32.75	February 24, 2030		71,948
		24,625		31.46	February 21, 2031		559,790
		3,441		41.24	February 17, 2032		44,559
		19,415		41.24	February 17, 2032		251,413
		4,236		35.13	February 15, 2033		80,745
		100,414		35.13	February 15, 2033		1,914,041
		3,699		40.07	February 15, 2034		52,236
		83,451		40.07	February 15, 2034		1,178,462
		267,611					4,962,257

Julian Deschâtelets		3,243		32.75	February 24, 2030		69,525
		4,243		31.46	February 21, 2031		96,454
		1,556		41.24	February 17, 2032		20,149
		12,331		35.13	February 15, 2033		235,047
		2,944		35.13	February 15, 2033		56,117
		3,519		40.07	February 15, 2034		49,694
		8,931		40.07	February 15, 2034		126,120
		36,767					653,107

Jennifer Mazin		1,706		14.77	February 22, 2026		67,249
		19,875		17.81	February 16, 2027		723,029
		12,937		19.50	February 25, 2028		448,721
		9,375		19.50	February 25, 2028		325,173
		5,381		21.36	February 25, 2029		176,673
		3,890		27.99	December 13, 2029		101,911
		3,337		31.46	February 21, 2031		75,859
		2,850		41.24	February 17, 2032		36,906
		7,144		35.13	February 15, 2033		136,175
		19,031		35.13	February 15, 2033		362,759
		3,699		40.07	February 15, 2034		52,236
		18,101		40.07	February 15, 2034		255,615
		107,326					2,762,306

F. Mitchell Davidson		7,340		21.36	February 25, 2029		240,993
		4,865		32.75	February 24, 2030		104,298
		4,925		31.46	February 21, 2031		111,958
		3,625		41.24	February 17, 2032		46,942
		30,525		35.13	February 15, 2033		581,852
		21,800		40.07	February 15, 2034		307,851
		73,080					1,393,894


	Value Vested During 2024^(a)				Non-equity incentive plan compensation – Value earned during the year
	Options^(b)	DSUs^(c)	Restricted Shares^(d)	Escrowed Shares^(e)
Named Executive Officer	($)	($)	($)	($)	($)

Connor Teskey	609,854	—	1,531,125	2,169,687	1,000,000

Wyatt Hartley	219,214	—	18,773	—	474,500

Julian Deschâtelets	31,525	—	6,031	—	346,750

Jennifer Mazin	68,224	—	—	—	492,750

F. Mitchell Davidson	82,134	—	—	—	1,500,000


Termination Event	DSUs	Options	Restricted Shares / Escrowed Shares

Retirement (as determined at the discretion of Brookfield’s board of directors)	Vested units are redeemable on the day employment terminates. Unvested units are forfeited.	Vesting ceases on retirement. Vested options are exercisable until their expiration date. Unvested options are cancelled.	Vested shares are redeemable on the day employment terminates, subject to the hold period. Unvested shares are forfeited.

Termination Without Cause	Vested units are redeemable on the day employment terminates. Unvested units are forfeited.	Upon date of termination, unvested options are cancelled and vested options continue to be exercisable for 60 days^(a)from the termination date, after which unexercised options are cancelled immediately.	Vested shares are redeemable on the day employment terminates, subject to the hold period. Unvested shares are forfeited.

Termination With Cause	Upon date of termination, all unvested and vested units are forfeited, with the exception of DSUs awarded as a result of a participant’s election to take their annual bonus in the form of DSUs.	Upon date of termination, all vested and unvested options are cancelled.	Upon date of termination, all vested and unvested shares are forfeited.

Resignation	Vested units are redeemable on the day employment terminates. Unvested units are forfeited.	Upon date of termination, all vested and unvested options are cancelled.	Vested shares are redeemable on the day employment terminates, and remain subject to the hold period. Unvested shares are forfeited.

Death	Vested units are redeemable on the date of death. Unvested units are forfeited.	Options continue to vest and are exercisable for six months following date of death⁽^a⁾after which all unexercised options are cancelled immediately.	Vested shares are redeemable on the date of death, and remain subject to the hold period. Unvested shares are forfeited.