Aegon (NYSE:AEG) shareholders approved a proposal to re-domicile the insurer to the United States, where the company plans to operate as Transamerica Inc. The extraordinary general meeting also approved an omnibus equity incentive plan scheduled to take effect on Jan. 1, 2027.
The company said the legal re-domiciliation to Delaware is expected to become effective on or about Jan. 1, 2028. Aegon plans to move its head office to New York City, become a U.S. tax resident, transition its reporting from IFRS to U.S. GAAP and make the New York Stock Exchange its primary listing while maintaining trading on Euronext.
U.S. alignment and Transamerica focus
Chief Executive Officer Lard Friese said the move reflects Aegon’s evolving business profile. Following the announced sale of Aegon UK, approximately 80% of the company’s business will be in the United States, according to Friese.
“The proposed redomiciliation is about aligning with the reality of our business,” Friese said. He described the U.S. as the center of Aegon’s business, strategy and future growth, citing demand for retirement preparation and insurance protection among U.S. consumers.
Aegon’s U.S. operations operate under the Transamerica brand. Friese said Transamerica’s first-half 2026 operating results rose 10% year over year, while operating capital generation increased 35% and gross remittances increased 18%.
He also cited commercial metrics including a 54% increase in individual life sales at Protection Solutions, growth in World Financial Group’s licensed-agent base to more than 100,000, and continued sales and asset-growth momentum in Savings & Investments.
Under the approved proposal, Aegon will continue as the same legal entity without interruption but will become a Delaware corporation named Transamerica Inc. Its outstanding common shares will become shares of Transamerica Inc.
Governance changes and share conversion
The approved re-domiciliation package includes a continuation into Delaware, adoption of interim bylaws, a conversion of common shares B into a single class of common stock, termination of the voting rights agreement with de Vereniging Aegon, and adoption of the future Transamerica Inc. charter and bylaws.
Aegon said it will exchange all outstanding common shares B held by the association for common shares on a 40-for-1 basis on Oct. 15, 2026. The company said its interim bylaws will take effect at that time, along with the termination of the voting rights agreement and the association’s call option.
The governance framework includes phased annual director elections, equal voting rights for a single class of common stock, majority voting in uncontested director elections, plurality voting in contested elections and the elimination of the company’s current two-thirds voting requirement.
Albert Benchimol, chair of Aegon’s Nomination and Governance Committee, said the company designed the framework to align with U.S. practices, including those of S&P 500 companies and insurance and retirement-industry peers. He said shareholders will retain the ability to propose bylaw amendments through applicable proposal and voting processes.
Responding to shareholder questions concerning SEC Rule 14a-8 and future shareholder proposal rights, Benchimol said there were too many unknowns to make commitments because the SEC proposal had not been approved and Delaware’s potential response remained unclear.
U.S. GAAP transition and M&A approach
Friese said Aegon’s transition to U.S. GAAP is progressing well, though he said it was too early to provide U.S. GAAP key performance indicators or detail differences from IFRS reporting. The company expects to report its full-year 2027 financial results under U.S. GAAP and intends to provide U.S. GAAP-based metrics at its Capital Markets Day at the end of 2027.
The company is building a New York-based headquarters and recruiting in finance, risk, legal, compliance and other areas, Friese said. He added that Aegon has detailed transition plans by department and retention programs for employees in the Netherlands whose roles are critical to the transition.
On potential acquisitions, Friese said Aegon’s primary focus remains organic growth in the U.S. market. He said any M&A opportunity would be assessed on its individual merits. Herzog said the board would consider the commercial rationale, relative returns and execution and transition risks of any transaction.
Incentive plan approved for 2027
Shareholders also approved a U.S.-style omnibus incentive plan that will replace Aegon’s existing equity and executive long-term incentive programs beginning in 2027. Awards granted under existing plans will remain governed by their current terms.
Mark Ellman, chair of the Compensation and Human Resources Committee, said the plan authorizes a reserve of 50 million shares, representing 2.8% of outstanding shares. The company expects the pool to support at least three years of grants and anticipates an annual share burn rate below 1%.
Ellman said plan protections include double-trigger vesting in a change of control, no repricing of options without shareholder approval, no liberal share recycling, a fixed share reserve without an evergreen provision, minimum vesting requirements and clawback provisions. He said performance share units with a three-year performance period will remain the primary long-term equity vehicle for executives.
Aegon also said it intends to hold an annual advisory say-on-pay vote covering its named executive officers after the transition, rather than holding such a vote only at the minimum required frequency.
About Aegon (NYSE:AEG)
Aegon Ltd. (NYSE: AEG) is an international financial services company that provides insurance, retirement, and investment solutions. Its offerings include life insurance, protection products, workplace and individual retirement plans, pensions, annuities, and asset management services. The company serves individuals, employers, and institutions through a combination of direct distribution, financial professionals, and workplace programs.
Aegon’s principal operating businesses are concentrated in the United States, where it operates primarily through Transamerica, and in the United Kingdom.
