6-K - BNT - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

Form 6-K

Report ofForeign Private Issuer

Pursuant to Rule 13a-16or 15d-16 of

the Securities Exchange Act of 1934

For the month of: August2023 Commission File Number: 001-40509

BROOKFIELDREINSURANCE LTD.

(Name of Registrant)

IdeationHouse, 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

EX-99.1

Exhibit 99.1

LOGO

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 ReinsuranceLtd. (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 ReinsuranceLtd. 1 ****

For more information, please visit our website at bnre.brookfield.com or contact:

Communications & Media<br> <br>Kerrie<br>McHugh<br> <br>Tel: (212) 618-3469<br><br><br>Email: [email protected]	Investor Relations<br> <br>Rachel Powell<br><br><br>Tel: (416) 956-5141<br><br><br>Email: [email protected]

Brookfield ReinsuranceLtd. 2 ****

EX-99.2

Exhibit 99.2

BROOKFIELD REINSURANCE LTD.

REPORT ON VOTING RESULTS

Annual General and Special Meeting of Shareholders

August 17, 2023

National Instrument51-102 – 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

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 andaffiliates.
---	---

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

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<br> <br>CorporateSecretary

Date: August 17, 2023