Brookfield Wealth Solutions Ltd 6-K, filed Aug 17, 2023
Brookfield Wealth Solutions Ltd. (BNT)
About this 6-K
Brookfield Wealth Solutions Ltd filed this 6-K on August 17, 2023.
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: August 2023 Commission File Number: 001-40509
BROOKFIELD REINSURANCE LTD.
(Name of Registrant)
Ideation House, First Floor
90 Pitts Bay Road, Pembroke, HM08, Bermuda
(Address of Principal Executive Offices)
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 ☒ Form 40-F ☐
INFORMATION CONTAINED IN THIS FORM 6-K REPORT
Exhibit Index
| Exhibit | Description of Exhibit | |
| 99.1 | Press Release dated August 17, 2023 | |
| 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 REINSURANCE LTD. | ||||||
| Date: August 17, 2023 | By: | /s/ Thomas Corbett | ||||
| Name: Thomas Corbett Title: Chief Financial Officer | ||||||
Exhibit 99.1
Brookfield Reinsurance Announces Results for Election of Directors
BROOKFIELD NEWS, August 17, 2023 – Brookfield Reinsurance (NYSE, TSX: BNRE) today announced that 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 at the company’s annual general and special meeting of shareholders held earlier today in a virtual meeting format. 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 for election by this shareholder class:
| Director Nominee |
Votes For | % | Votes Withheld | % | ||||
| Soonyoung Chang |
7,018,461 | 99.60 | 28,033 | 0.40 | ||||
| William Cox |
7,021,943 | 99.65 | 24,551 | 0.35 | ||||
| Michele Coleman Mayes |
7,027,568 | 99.73 | 18,926 | 0.27 | ||||
| Lars Rodert |
6,638,472 | 94.21 | 408,022 | 5.79 | ||||
| Anne Schaumburg |
6,930,093 | 98.35 | 116,401 | 1.65 |
Management received a proxy from the holder of class B shares to vote all 24,000 class B shares for each of the five directors nominated for election by this shareholder class:
| Director Nominee |
Votes For | % | ||
| Barry Blattman |
24,000 | 100 | ||
| Gregory Morrison |
24,000 | 100 | ||
| Lori Pearson |
24,000 | 100 | ||
| Sachin Shah |
24,000 | 100 | ||
| Jay Wintrob |
24,000 | 100 |
A summary of all votes cast by holders of the class A shares and class B shares represented at the company’s annual general and meeting of shareholders is available electronically on EDGAR on the United States Securities and Exchange Commission’s website at www.sec.gov or on SEDAR at www.sedarplus.ca.
About Brookfield Reinsurance:
Brookfield Reinsurance Ltd. (NYSE, TSX: BNRE) operates a leading capital solutions business providing insurance and reinsurance services to individuals and institutions. Through its operating subsidiaries, Brookfield Reinsurance offers a broad range of insurance products and services, including life insurance and annuities, and personal and commercial property and casualty insurance. Each class A exchangeable limited voting share of Brookfield Reinsurance is exchangeable on a one-for-one basis with a class A limited voting share of Brookfield Corporation (NYSE, TSX: BN).
Brookfield Reinsurance Ltd. 1
For more information, please visit our website at bnre.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 |
Brookfield Reinsurance Ltd. 2
Exhibit 99.2
BROOKFIELD REINSURANCE LTD.
REPORT ON VOTING RESULTS
Annual General and Special Meeting of Shareholders
August 17, 2023
National Instrument 51-102 – Section 11.3 (Canada)
The Annual General and Special Meeting of Shareholders of Brookfield Reinsurance Ltd. (the “company”) was held on Thursday, August 17, 2023 at 10:00 a.m. in a virtual meeting format via live audio webcast. At this meeting, there were 212 shareholders represented in person or by proxy holding 7,466,977 class A exchangeable limited voting shares (“class A exchangeable shares”), representing 71.45% of the company’s 10,450,952 issued and outstanding class A exchangeable shares on the record date for this meeting, and one shareholder holding 24,000 class B limited voting shares (“class B shares”), representing 100% of the company’s 24,000 issued and outstanding class B shares as of the record date for 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 July 21, 2023 (the “Circular”).
The following is a summary of the votes cast by holders of the class A exchangeable shares and class B shares represented at this meeting.
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 exchangeable shares in regard to the election of the five directors nominated for election by this class of shareholders:
| Director Nominee |
Votes For | % | Votes Withheld | % | ||||
| Soonyoung Chang |
7,018,461 | 99.60 | 28,033 | 0.40 | ||||
| William Cox |
7,021,943 | 99.65 | 24,551 | 0.35 | ||||
| Michele Coleman Mayes |
7,027,568 | 99.73 | 18,926 | 0.27 | ||||
| Lars Rodert |
6,638,472 | 94.21 | 408,022 | 5.79 | ||||
| Anne Schaumburg |
6,930,093 | 98.35 | 116,401 | 1.65 |
Management received a proxy from the holder of class B shares to vote all 24,000 class B shares for each of the five directors nominated for election by this shareholder class:
| Director Nominee |
Votes For | % | ||
| Barry Blattman |
100 | 100 | ||
| Gregory Morrison |
100 | 100 | ||
| Lori Pearson |
100 | 100 | ||
| Sachin Shah |
100 | 100 | ||
| Jay Wintrob |
100 | 100 |
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 exchangeable 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 exchangeable shares and class B shares on this resolution:
| Class |
Outcome | Votes For | % | Votes Withheld | % | |||||
| class A exchangeable shares |
Carried | 7,454,775 | 99.84 | 12,202 | 0.16 | |||||
| class B shares |
Carried | 24,000 | 100 | Nil | Nil |
Return of Capital Distribution Resolution
The resolution approving a (i) quarterly return of capital distribution on the class A exchangeable shares, the A-1 exchangeable non-voting shares (to the extent that there are any in issue on the record date for such distribution) and the class B shares of the company in respect of the periods ending on or about September 29, 2023, December 29, 2023, March 29, 2024 and June 28, 2024, (ii) an annual return of capital distribution on the class A junior preferred shares, series 1 of the company, in respect of the period ending on or about December 15, 2023; and (iii) an annual return of capital distribution on the class A junior preferred shares, series 2 of the company, in respect of the period ending on or about September 15, 2023, as set out in Appendix A of the Circular, was approved by the majority of the votes cast by the holders of class A exchangeable 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 exchangeable shares and class B shares on this resolution:
| Class |
Outcome | Votes For | % | Votes Against | % | |||||
| class A exchangeable shares |
Carried | 7,040,945 | 99.92 | 5,549 | 0.08 | |||||
| class B shares |
Carried | 24,000 | 100 | Nil | Nil |
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Share Issuance Resolution
The resolution for the issuance of up to a maximum of 101,899,808 exchangeable shares, during the twelve-month period from the date of the meeting, in connection with one or more Reverse Exchanges was approved by the majority of the votes cast by disinterested holders of class A exchangeable 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 exchangeable shares and class B shares on this resolution:
| Class |
Outcome |
Votes For | % | Votes Against |
% | |||||
| class A exchangeable shares* |
Carried | 5,597,476 | 96.98 | 174,486 | 3.02 | |||||
| class B shares |
Carried | 24,000 | 100 | Nil | Nil |
| * | Excluding 1,274,532 class A exchangeable held by the company’s insiders or such insiders associates and affiliates. |
Bye-Law Amendments Resolution
The resolution to amend bye-laws of the company, as set out in Appendix A of the Circular, was approved by the majority of the votes cast by the holders of class A exchangeable 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 exchangeable shares and class B shares on this resolution:
| Class |
Outcome |
Votes For | % | Votes Against |
% | |||||
| class A exchangeable shares |
Carried | 7,026,251 | 99.71 | 20,243 | 0.29 | |||||
| class B shares |
Carried | 24,000 | 100 | Nil | Nil |
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Restricted Stock Plan Resolution
The resolution for the adoption of the restricted stock plan to permit the company to award restricted stock grants thereunder to certain employees and service providers of the company, as set out in Appendix A of the Circular, was approved by a majority of the votes cast by the holders of class A exchangeable 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 exchangeable shares and class B shares on this resolution:
| Class |
Outcome |
Votes For | % | Votes Against |
% | |||||
| class A exchangeable shares |
Carried | 4,177,053 | 59.28 | 2,869,441 | 40.72 | |||||
| class B shares |
Carried | 24,000 | 100 | Nil | Nil |
Other Business
There were no other matters coming before this meeting that required a vote by either the holders of class A exchangeable shares or class B shares.
| BROOKFIELD REINSURANCE LTD. | ||
| By: | /s/ Anna Knapman-Scott | |
| Anna Knapman-Scott Corporate Secretary | ||
Date: August 17, 2023
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