Brookfield Wealth Solutions (NYSE:BNT) shareholders approved all resolutions presented at the company’s annual general and special meeting, including a transaction resolution that would combine the businesses of Brookfield Wealth Solutions and Brookfield Corporation under a single publicly traded company.
Lori Pearson, Chair of the Board, said the proposed combination would place the company and Brookfield Corporation under Brookfield Corporation Limited, referred to during the meeting as “New BN.” Pearson said the transaction is intended to “further simplify the corporate structure, create a more capital-efficient platform to support Brookfield’s long-term growth, and open a path to broader global index inclusion.”
Shareholders Approve All Meeting Resolutions
Seamus MacLoughlin, Corporate Secretary of Brookfield Wealth Solutions, outlined the voting procedures for the virtual meeting. Lyndsay Hatlelid, Managing Partner and General Counsel, said there were nine items of business and confirmed that a quorum was present.
Pearson said management had received proxies representing a majority of the company’s Class A shares, as well as 100% of the Class B and Class C shares. Those proxies directed management to vote a majority of the shares in favor of the resolutions.
Following the close of voting, MacLoughlin said preliminary voting results showed that the director nominees had been elected and that each other motion had been carried.
The approved matters included:
- The election of 10 directors to serve until the next annual general and special meeting of shareholders.
- The reappointment of Deloitte LLP as external auditor and authorization for directors to set its remuneration.
- Approval of quarterly return of capital distributions on Class A and Class B shares for periods ending on or around Sept. 29, 2026, Dec. 31, 2026, March 31, 2027, and June 30, 2027.
- Approval of the transaction resolution related to the combination with Brookfield Corporation.
- Approval of stock option and escrowed stock plans for New BN and Brookfield Canada Corporation, referred to as “New BNC.”
The Class A director nominees elected were William Cox, Anne Schaumburg, Dr. Soonyoung Chang, Lars Rodert and Michele Coleman Mayes. The Class B director nominees elected were Sachin Shah, Barry Blattman, Gregory Morrison, Michael McRaith and Lori Pearson.
CFO Highlights Growth Since 2021 Spinoff
After the formal meeting, Thomas Corbett, Chief Financial Officer of Brookfield Wealth Solutions, provided a management presentation on the company’s business and priorities. Corbett said the company has grown significantly since its 2021 spinoff and now has approximately $180 billion of insurance assets, approximately $20 billion of group capital and annualized distributable operating earnings of more than $2 billion.
Corbett said the company remains “very well-capitalized” and has $35 billion of cash and short-term liquid investments. He said that financial position supports policyholder commitments while giving the company flexibility to invest in the business and pursue growth opportunities.
Corbett described three core business lines. He said the retail annuity business has $127 billion of insurance assets across the United States and the United Kingdom. The institutional annuity business has $42 billion of insurance assets across the United States, Canada and the United Kingdom. The property and casualty business has $11 billion of insurance assets and provides diversification from the company’s spread-based lending businesses.
Management Outlines Strategic Priorities
Corbett said Brookfield Wealth Solutions remains focused on broadening products and distribution channels in its retail and institutional annuity businesses. He also said the company is working to reposition its investment portfolios by leveraging Brookfield Asset Management’s investment expertise.
In the United Kingdom, Corbett said the company is focused on supporting the continued growth of the recently acquired Just Group as a participant in institutional and retail annuity markets. He also said the company is looking to expand its global footprint through new opportunities, with a focus on Asia.
Corbett said capital allocation remains guided by the objective of delivering returns on invested capital of 15% or greater.
Combination Expected to Create Simpler Structure
Discussing the approved combination of Brookfield Corporation and Brookfield Wealth Solutions, Corbett said the transaction “marks the next evolution of Brookfield.” He said Brookfield Wealth Solutions was established five years ago to build an insurance business that protects policyholders, delivers attractive risk-adjusted returns and uses Brookfield’s real asset investing capabilities.
Corbett said the business has grown to nearly $200 billion of assets and that a full combination is now optimal to support growth while maintaining a low-risk profile. He said the combination would create a globally diversified, fully integrated insurance and investment organization under one public company.
Corbett also said the structure would give the insurance operations direct access to Brookfield Corporation’s permanent capital base, which he described as an incremental $145 billion. He said broader index inclusion over time could expand the investor base, improve trading liquidity and increase passive ownership of the shares.
During the question period, Hatlelid said the company expects the combination to enhance the movement of capital between entities over time and support overall business growth. She said Brookfield Wealth Solutions does not anticipate any change to the float managed by Brookfield Asset Management, any change to investment allocations to Brookfield Asset Management or associated funds, or any change in tax treatment of the underlying businesses as a result of the transaction.
About Brookfield Wealth Solutions (NYSE:BNT)
Brookfield Wealth Solutions is focused on securing the financial futures of individuals and institutions through a range of retirement services, wealth protection products and tailored capital solutions. Through our operating subsidiaries, we offer a broad range of insurance products and services, including annuities, personal and commercial property and casualty insurance and life insurance.The company was incorporated in 2020 and is headquartered in Pembroke, Bermuda.
