6-K
Brookfield Wealth Solutions Ltd. (BNT)
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: June 2022
Commission File Number: 001-40509
BROOKFIELD ASSET MANAGEMENT REINSURANCE PARTNERS LTD.
(Name of Registrant)
WellesleyHouse South, 2nd Floor
90 Pitts Bay Road
Pembroke, Bermuda HM08
(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 ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
INFORMATION CONTAINED IN THIS FORM 6-K REPORT
Exhibit Index
| Exhibit | Description of Exhibit |
|---|---|
| 99.1 | Press release dated June 27, 2022 |
| 99.2 | Report of Voting Results dated June 27, 2022 |
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 ASSET MANAGEMENT REINSURANCE PARTNERS LTD. | ||
|---|---|---|
| Date: June 27, 2022 | By: | /s/ Thomas Corbett |
| Name: Thomas Corbett<br><br><br>Title: Interim Chief Financial Officer |
EX-99.1
Exhibit 99.1

Brookfield Reinsurance Announces Results of Annual General and Special Meeting of Shareholders
BROOKFIELD NEWS, June 27, 2022 – Brookfield Reinsurance (NYSE, TSX: BAMR) today announced that all four nominees proposed for election to the board of directors by holders of Class A Limited Voting Exchangeable Shares (“Class A Shares”) and all four 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 on June 24, 2022 in a virtual meeting format. Detailed results of the vote for the election of directors are set out below.
| Director Nominee | Votes For | % | Votes Withheld | % | ||||
|---|---|---|---|---|---|---|---|---|
| William Cox | 3,988,311 | 81.44 | 908,904 | 18.56 | ||||
| Anne Schaumburg | 4,578,790 | 93.50 | 318,425 | 6.50 | ||||
| Soonyoung Chang | 4,828,087 | 98.59 | 69,128 | 1.41 | ||||
| Lars Rodert | 4,810,033 | 98.22 | 87,182 | 1.78 |
Management received a proxy from the holder of Class B Shares to vote all 24,000 Class B Shares for each of the four directors nominated for election by this shareholder class, namely Sachin Shah, Barry Blattman, Gregory Morrison and Jay Wintrob.
A summary of all votes cast by holders of the Class A 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.sedar.com.
About Brookfield Reinsurance:
Brookfield Asset Management Reinsurance Partners Ltd. (NYSE, TSX: BAMR) operates a leading financial services business providing capital-based solutions to the insurance industry. 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 Asset Management Inc. (NYSE: BAM; TSX: BAM.A).
For more information, please visit our website at bamr.brookfield.com or contact:
| Communications & Media<br><br><br>Kerrie McHugh<br> <br>Tel: (212) 618-3469<br> <br>Email: kerrie.mchugh@brookfield.com | Investor Relations<br><br><br>Rachel Powell<br> <br>Tel: (416) 956-5141<br> <br>Email: rachel.powell@brookfield.com |
|---|
EX-99.2
Exhibit 99.2
BROOKFIELD ASSET MANAGEMENT REINSURANCE PARTNERS LTD.
REPORT ON VOTING RESULTS
Annual General and Special Meeting of Shareholders
June 24, 2022
| National Instrument 51-102 – Section 11.3 (Canada) |
|---|
The Annual General and Special Meeting of Shareholders of Brookfield Asset Management Reinsurance Partners Ltd. (the “Company”) was held on Friday, June 24, 2022 at 10:00 a.m. in a virtual meeting format via live audio webcast. At this meeting, there were 188 shareholders represented in person or by proxy holding 5,518,391 class A exchangeable limited voting shares (“class A exchangeable shares”), representing 50.73% of the Company’s 10,877,989 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.
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 8 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 four directors nominated for election by this class of shareholders:
| Director Nominee | Votes For | % | Votes Withheld | % | ||||
|---|---|---|---|---|---|---|---|---|
| William Cox | 3,988,311 | 81.44 | 908,904 | 18.56 | ||||
| Anne Schaumburg | 4,578,790 | 93.50 | 318,425 | 6.50 | ||||
| Soonyoung Chang | 4,828,087 | 98.59 | 69,128 | 1.41 | ||||
| Lars Rodert | 4,810,033 | 98.22 | 87,182 | 1.78 |
Management received a proxy from the holder of class B shares to vote all 24,000 class B shares for each of the four directors nominated for election by this shareholder class, namely Sachin Shah, Barry Blattman, Gregory Morrison and Jay Wintrob.
Appointment of Auditors
The resolution to reappoint Deloitte LLP, Chartered Accountants, as the external auditor of the Company to hold office until the next Annual 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 | 5,512,756 | 99.90 | 5,635 | 0.10 | |||||
| class B shares | Carried | 24,000 | 100.0 | Nil | Nil |
Passing a Resolution on Increasing the Maximum Size of the Company’s Board of Directors
The resolution to increase the maximum size of the Company’s board of directors from eight to sixteen members, as set out in Appendix A of the Management Information Circular dated May 13, 2022, 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 | 5,454,395 | 98.84 | 63,994 | 1.16 | |||||
| class B shares | Carried | 24,000 | 100.0 | Nil | Nil |
Passing a Resolution on Increasing the Authorized Share Capital of the Company to Create the Class A-1 Exchangeable Non-Voting Shares
The resolution to increase the authorized share capital of the Company by US$19,730,000,000 to include 500,000,000 class A-1 exchangeable non-voting shares, as set out in Appendix A of the Management Information Circular dated May 13, 2022, 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 | 4,694,147 | 95.85 | 203,068 | 4.15 | |||||
| class B shares | Carried | 24,000 | 100.0 | Nil | Nil |
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Passing the Return of Capital Distribution Resolution
The resolution approving a quarterly return of capital distribution on the class A exchangeable shares, the class A-1 exchangeable non-voting shares and the class B shares of the Company in respect of the periods ending on or about September 30, 2022, December 31, 2022, March 31, 2023 and June 30, 2023 and 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, 2022, and corresponding reductions to the authorized share capital of the Company, as set out in Appendix A of the Management Information Circular dated May 13, 2022, 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 | 4,891,770 | 99.89 | 5,446 | 0.11 | |||||
| class B shares | Carried | 24,000 | 100.0 | Nil | Nil |
Passing the Resolution for Bye-Law Amendment No. 1
The resolution to amend the amended and restated bye-laws of the Company (the “bye-laws”) to reflect the increase in the maximum size of the Company’s board of directors from eight to sixteen members, as set out in Appendix A of the Management Information Circular dated May 13, 2022, 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 | 4,854,245 | 99.12 | 42,971 | 0.88 | |||||
| class B shares | Carried | 24,000 | 100.0 | Nil | Nil |
Passing the Resolution for Bye-Law Amendment No. 2
The resolution to amend the bye-laws of the Company to reflect the increase in the authorized share capital of the Company and the creation of a new class of class A-1 exchangeable non-voting shares of the Company, as set out in Appendix A of the Management Information Circular dated May 13, 2022, 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.
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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 | 4,801,334 | 98.04 | 95,881 | 1.96 | |||||
| class B shares | Carried | 24,000 | 100.0 | Nil | Nil |
Passing the Resolution for Bye-Law Amendment No. 3
The resolution to amend the bye-laws of the Company to reflect certain amendments of a housekeeping nature, as set out in Appendix A of the Management Information Circular dated May 13, 2022, 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 | 2,593,774 | 52.96 | 2,303,441 | 47.04 | |||||
| class B shares | Carried | 24,000 | 100.0 | 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 ASSET MANAGEMENT REINSURANCE PARTNERS LTD. | |
|---|---|
| By: | /s/ Anna Knapman-Scott |
| Anna Knapman-Scott<br> <br>Corporate<br>Secretary |
Date: June 27, 2022
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