Brookfield Wealth Solutions Ltd 6-K, filed Jun 11, 2025
Brookfield Wealth Solutions Ltd. (BNT)
About this 6-K
Brookfield Wealth Solutions Ltd filed this 6-K on June 11, 2025.
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: June 2025
Commission File Number: 001-40509
Brookfield
Wealth Solutions Ltd.
(Translation of registrant’s name into English)
Ideation House, 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 x | Form 40-F o |
INFORMATION CONTAINED IN THIS FORM 6-K REPORT
Exhibit Index
| Exhibit | Description of Exhibit | |
| 99.1 | Press Release dated June 10, 2025 | |
| 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 WEALTH SOLUTIONS LTD. | |||
| Date: June 10, 2025 | By: | /s/ Thomas Corbett | |
| Name: | Thomas Corbett | ||
| Title: | Chief Financial Officer | ||
Exhibit 99.1
 |
Brookfield Wealth Solutions Announces Results for Election of Directors
BROOKFIELD, NEWS, June 10, 2025 – Brookfield Wealth Solutions (NYSE, TSX: BNT) 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 | Votes For | % | Votes Withheld | % | ||||||||||||
| Dr. Soonyoung Chang | 23,747,124 | 99.17 | 199,324 | 0.83 | ||||||||||||
| William Cox | 22,970,300 | 95.92 | 976,149 | 4.08 | ||||||||||||
| Michele Coleman Mayes | 23,696,733 | 98.96 | 249,716 | 1.04 | ||||||||||||
| Lars Rodert | 23,273,435 | 97.19 | 673,014 | 2.81 | ||||||||||||
| Anne Schaumburg | 23,678,628 | 98.88 | 267,820 | 1.12 | ||||||||||||
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.
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 will be available electronically on EDGAR on the United States Securities and Exchange Commission’s website at www.sec.gov or on Brookfield Wealth Solutions’ SEDAR profile at www.sedarplus.ca.
* * * * *
About Brookfield Wealth Solutions
Brookfield Wealth Solutions Ltd. (NYSE, TSX: BNT) is focused on securing the financial futures of individuals and institutions through a range of retirement services, wealth protection products and tailored capital solutions. Each class A exchangeable limited voting share of Brookfield Wealth Solutions is 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 bnt.brookfield.com or contact:
|
Media: Kerrie McHugh Tel: (212) 618-3469 Email: kerrie.mchugh@brookfield.com |
Investor Relations: Rachel Schneider |
Exhibit 99.2
Brookfield WEALTH SOLUTIONS LTD.
REPORT ON VOTING RESULTS
Annual General and Special Meeting of Shareholders
June 10, 2025
| National Instrument 51-102 – Section 11.3 (Canada) |
An annual general and special meeting of the holders of class A exchangeable limited voting shares (“class A shares”), class B limited voting shares (“class B shares”) and class C non-voting shares (“class C shares”) of Brookfield Wealth Solutions Ltd. (the “company”) was held on June 10, 2025 at 10:30 AM Eastern Daylight Time, 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 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 May 8, 2025 (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 | Votes For | % | Votes Withheld | % | ||||||||||||
| Dr. Soonyoung Chang | 23,747,124 | 99.17 | 199,324 | 0.83 | ||||||||||||
| William Cox | 22,970,300 | 95.92 | 976,149 | 4.08 | ||||||||||||
| Michele Coleman Mayes | 23,696,733 | 98.96 | 249,716 | 1.04 | ||||||||||||
| Lars Rodert | 23,273,435 | 97.19 | 673,014 | 2.81 | ||||||||||||
| Anne Schaumburg | 23,678,628 | 98.88 | 267,820 | 1.12 | ||||||||||||
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 | ||||||
- 2 -
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 Against | % | |||||||||||||
| class A shares | Carried | 24,067,742 | 99.90 | 22,932 | 0.10 | |||||||||||||
| class B shares | Carried | 24,000 | 100 | Nil | Nil | |||||||||||||
Return of Capital Distribution Resolution
The resolution approving a quarterly return of capital distribution on the class A shares and the class B shares of the company in respect of the periods ending on or around September 29, 2025, December 31, 2025, March 31, 2026 and June 30, 2026, 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 | 23,926,776 | 99.92 | 19,672 | 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 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.
- 3 -
Management received the following proxies from the holders of class A shares, class B shares and class C shares on this resolution:
| Class | Outcome | Votes For | % | Votes Against | % | |||||||||||||
| class A shares* | Carried | 18,124,787 | 99.74 | 46,634 | 0.26 | |||||||||||||
| class B shares | Carried | 24,000 | 100 | Nil | Nil | |||||||||||||
| class C shares | Carried | 201,116,647 | 100 | Nil | Nil | |||||||||||||
* Excluding 5,775,027 class A shares (which includes the impact of the Class A Voting Adjustment), subject to the Class A Voting Adjustment, required to be excluded under the rules of the Toronto Stock Exchange.
Other Business
There were no other matters coming before this meeting that required a vote by any of the shareholders of our company.
| BROOKFIELD WEALTH SOLUTIONS LTD. | ||
| By: | /s/ Seamus MacLoughlin | |
|
Seamus MacLoughlin Corporate Secretary | ||
Date: June 10, 2025