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: July 2024

Commission File Number: 001-40509

BROOKFIELD REINSURANCE LTD.

(Translation of registrant’s name into English)

IdeationHouse, 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 ☒ Form 40-F ☐

INFORMATION CONTAINED IN THIS FORM 6-K REPORT

Exhibit Index

Exhibit	Description of Exhibit
99.1	Press Release dated July 22, 2024
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: July 22, 2024	By:	/s/ Thomas Corbett
		Name: Thomas Corbett<br><br><br>Title: Chief Financial Officer

EX-99.1

Exhibit 99.1

LOGO

Brookfield Reinsurance Announces Voting Results from Shareholder Meeting

BROOKFIELD, NEWS, July 22, 2024 – Brookfield Reinsurance (NYSE, TSX: BNRE, BNRE.A) today announced the approval of all items of business at the company’s annual general and special meeting of shareholders. The meeting was held earlier today in a virtual meeting format.

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 for election by this shareholder class:

Director Nominee
Soonyoung Chang	9,739,424	99.60	%	38,826	0.40	%
William Cox	9,208,673	94.18	%	569,577	5.82	%
Michele Coleman Mayes	9,707,972	99.28	%	70,278	0.72	%
Lars Rodert	9,308,285	95.19	%	469,965	4.81	%
Anne Schaumburg	9,613,706	98.32	%	164,544	1.68	%

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, being Barry Blattman, Gregory Morrison, Lori Pearson, Sachin Shah and Jay Wintrob.

At the meeting, our company’s shareholders approved a resolution authorizing the change of our name from “Brookfield Reinsurance” to “Brookfield Wealth Solutions” at a time to be determined by the board.

Shareholders also approved bye-law amendments designed to simplify and enhance our capital structure, including a re-designation of our class A-1 exchangeable non-voting shares into class A shares of our company and related changes to the terms of the class A shares that will result in no shareholder having the power to vote more than 9.9% of the class A shares, regardless of economic ownership. We currently anticipate implementing the bye-law amendments during the third fiscal quarter of 2024 and will provide at least 5 days’ advance notice of the effective date by press release.

Shareholders further approved an escrowed stock plan of the company. Brookfield Reinsurance and Brookfield Corporation have each received exemptive relief (as described in our management information circular available through the SEC’s website at http://www.sec.gov, on Brookfield Reinsurance’s SEDAR+ profile at www.sedarplus.ca and on Brookfield Reinsurance’s website at bnre.brookfield.com) from the Ontario Securities Commission, as principal regulator, in connection with implementation of the escrowed stock plan.

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 is available electronically on EDGAR on the United States Securities and Exchange Commission’s website at www.sec.gov or on Brookfield Reinsurance’s SEDAR profile at www.sedarplus.ca.

* * * * *

1 | BrookfieldReinsurance Ltd.

About Brookfield Reinsurance

Brookfield Reinsurance Ltd. (NYSE; TSX: BNRE, BNRE.A) is a leading wealth solutions provider, focused on securing the financial futures of individuals and institutions through a range of wealth protection and retirement services, and tailored capital solutions. Each class A exchangeable limited voting share and each class A-1 exchangeable non-voting share of Brookfield Reinsurance are 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 bnre.brookfield.com.

Media:<br> <br>Kerrie McHugh<br><br><br>Tel: (212) 618-3469<br><br><br>Email: kerrie.mchugh@brookfield.com	Investor Relations:<br> <br>Rachel Schneider<br><br><br>Tel: (416) 369-3358<br><br><br>Email: rachel.schneider@brookfield.com

Forward Looking Statements

This news release and any related oral statements made by our representatives may contain “forward-looking information” within themeaning of Canadian provincial securities laws, “forward-looking statements” within the meaning of Canadian provincial securities laws and “forward-looking statements” within the meaning of the U.S. Securities Act of1933, the U.S. Securities Exchange Act of 1934, and “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995 and in any applicable Canadian securities regulations. Forward-looking statementsinclude statements that are predictive in nature, depend upon or refer to future events or conditions, include statements which reflect management’s expectations regarding the operations, business, financial condition, expected financialresults, performance, prospects, opportunities, priorities, targets, goals, ongoing objectives, strategies and outlook of Brookfield Reinsurance, Brookfield Corporation and their respective subsidiaries, as well as the outlook for NorthAmerican and international economies for the current fiscal year and subsequent periods. In particular, statements regarding the timing and impact of the matters approved by shareholders on our capital structure and statements about our intentionsto change the name of our company constitute forward looking statements. In some cases, forward-looking statements can be identified by the use of forward-looking terminology such as “expects,” “anticipates,” “plans,”“believes,” “estimates,” “seeks,” “intends,” “targets,” “projects,” “forecasts” or negative versions thereof and other similar expressions, or future or conditional verbs such as“may,” “will,” “should,” “would” and “could.”

Although we believe that ouranticipated future results, performance or achievements expressed or implied by the forward-looking statements and information are based upon reasonable assumptions and expectations, the reader should not place undue reliance on forward-lookingstatements and information because they involve known and unknown risks, uncertainties and other factors, many of which are beyond our control, which may cause the actual results, performance or achievements of Brookfield Reinsurance orBrookfield Corporation to differ materially from anticipated future results, performance or achievement expressed or implied by such forward-looking statements and information.

Readers are urged to consider these risks, as well as other uncertainties, factors and assumptions carefully in evaluating theforward-looking statements and are cautioned not to place undue reliance on such forward-looking statements, which are based only on information available to us as of the date of this news release. Except as required by law, Brookfield Reinsuranceundertakes no obligation to publicly update or revise any forward-looking statements, whether written or oral, that may be as a result of new information, future events or otherwise.

2 | BrookfieldReinsurance Ltd.

EX-99.2

Exhibit 99.2

BROOKFIELD REINSURANCE LTD.

REPORT ON VOTING RESULTS

Annual General and Special Meeting of Shareholders

July 22, 2024

National Instrument51-102 – Section 11.3 (Canada)

An annual general and special meeting of the holders of class A exchangeable limited voting shares (“class A shares”), class A-1 exchangeable limited voting shares (“class A-1 shares”), class B limited voting shares (“class B shares”) and class C non-voting shares (“class C shares”) of Brookfield Reinsurance Ltd. (the “company”) was held on Monday, July 22, 2024 at 10:30 a.m. 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 A-1 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 14, 2024 (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
Soonyoung Chang	9,739,424	99.60	%	38,826	0.40	%
William Cox	9,208,673	94.18	%	569,577	5.82	%
Michele Coleman Mayes	9,707,972	99.28	%	70,278	0.72	%
Lars Rodert	9,308,285	95.19	%	469,965	4.81	%
Anne Schaumburg	9,613,706	98.32	%	164,544	1.68	%

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
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

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 Withheld		%
class A shares		Carried		10,168,688		99.96	%		4,519		0.04	%
class B shares		Carried		24,000		100			Nil		Nil

Return of Capital Distribution Resolution

The resolution approving (i) a quarterly return of capital distribution on the class A shares, the A-1 shares and the class B shares of the company in respect of the periods ending on or around September 27, 2024, December 31, 2024, March 31, 2025 and June 30, 2025, (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 13, 2024; 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, 2024, 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		9,733,384		99.95	%		4,866		0.05	%
class B shares		Carried		24,000		100			Nil		Nil

Name Change Resolution

The resolution to change the company’s name from “Brookfield Reinsurance Ltd.” to “Brookfield Wealth Solutions Ltd.” 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		10,123,163		99.90	%		10,043		0.10	%
class B shares		Carried		24,000		100			Nil		Nil

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 shares, class B shares and 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:

Class
class A shares	Carried	7,883,010	80.62	%	1,895,239	19.38	%
class B shares	Carried	24,000	100		Nil	Nil
class C shares	Carried	128,643,406	100		Nil	Nil

Re-Designation Resolution

The Re-Designation Resolution to effect the re-designation of all class A-1 shares into class A shares, as set out in Appendix A of the Circular, was approved by the majority of the votes cast by the holders of class A-1 shares.

Management received the following proxies from the holders of class A-1 shares:

Class	Outcome		Votes For		%			Votes Against		%
class A-1 shares		Carried		16,517,440		98.31	%		283,187		1.69	%

Escrowed Stock Plan Resolution

The resolution for the adoption of the Escrowed Stock Plan to permit the company to award escrowed stock grants thereunder to designated executives or other persons designated by the board of directors, as set out in Appendix A of the Circular, was approved by a 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		8,572,874		87.67	%		1,205,375		12.33	%
class B shares		Carried		24,000		100			Nil		Nil

Share Issuance Resolution

The resolution for the issuance of up to a maximum of 150,000,000 class A shares, during the twelve-month period from the date of the meeting, in connection with one or more Share Issuance Transaction was approved by the majority of the votes cast by the holders of class A shares, class B shares and 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:

Class	Outcome
class A shares*		Carried	6,122,027	99.45	%	33,816	0.55	%
class B shares		Carried	24,000	100		Nil	Nil
class C shares		Carried	128,643,406	100		Nil	Nil
*	Excluding 3,622,407 class A shares required to be excluded under the rules of the Toronto Stock Exchange.<br>
---	---

Other Business

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

BROOKFIELD REINSURANCE LTD.
By:	/s/ Anna Knapman-Scott
	Anna Knapman-Scott<br><br><br>Corporate Secretary

Date: July 22, 2024