Brookfield Wealth Solutions (NYSE: BNT) shareholders approve corporate structure shift
Rhea-AI Filing Summary
Brookfield Wealth Solutions Ltd. reported that shareholders approved a Transaction to simplify its corporate structure at the July 16, 2026 annual general and special meeting. After completion, Brookfield Wealth Solutions Ltd. will be delisted and Brookfield Corporation Ltd., listed on the TSX and NYSE under “BN”, will become the new parent entity, with closing expected by year-end subject to receipt of all applicable regulatory approvals.
Shareholders also elected all ten director nominees, reappointed Deloitte LLP as external auditor, and approved a quarterly return of capital distribution for specified periods through June 30, 2027. Resolutions for the Transaction and new share option and escrowed stock plans for Brookfield Corporation Ltd. (“New BN”) and Brookfield Canada Corporation (“New BNC”) were carried by majorities across the relevant share classes.
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Key Figures
Key Terms
return of capital distribution financial
escrowed stock plan financial
Transaction Supplement regulatory
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FAQ
When will Brookfield Wealth Solutions be delisted and what will be the new parent entity?
Who was reappointed as Brookfield Wealth Solutions’ external auditor and with what level of support?
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: July 2026
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 ¨ |
INFORMATION CONTAINED IN THIS FORM 6-K REPORT
Exhibit Index
| Exhibit | Description of Exhibit | |
| 99.1 | Press Release dated July 16, 2026 | |
| 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: July 16, 2026 | By: | /s/ Thomas Corbett | |
| Name: | Thomas Corbett | ||
| Title: | Chief Financial Officer | ||
Exhibit 99.1
Brookfield Wealth Solutions Announces Shareholder Approval of Transaction to Simplify Corporate Structure and Results of 2026 Annual General and Special Meeting
BROOKFIELD, NEWS, July 16, 2026 – Brookfield Wealth Solutions (NYSE, TSX: BNT) announced that the transaction to simplify its corporate structure (the “Transaction”) received shareholder approval at its annual general and special meeting of shareholders held earlier today. Upon completion of the Transaction, Brookfield Wealth Solutions Ltd. will be delisted and Brookfield Corporation Ltd., which will be listed on the TSX and NYSE under the symbol “BN”, will be the new parent entity of the group. Completion of the Transaction is subject to customary conditions and is expected to close by year-end, subject to receipt of all applicable regulatory approvals.
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 by this shareholder class:
| Director Nominee | Votes For | % | Votes Withheld | % | ||||
| Dr. Soonyoung Chang | 45,981,235 | 99.47 | 246,193 | 0.53 | ||||
| William Cox | 44,756,772 | 96.82 | 1,470,656 | 3.18 | ||||
| Michele Coleman Mayes | 46,120,051 | 99.77 | 107,377 | 0.23 | ||||
| Lars Rodert | 46,118,901 | 99.77 | 108,527 | 0.23 | ||||
| Anne Schaumburg | 45,793,443 | 99.06 | 433,985 | 0.94 |
Management received a proxy from the holder of class B shares to vote all 36,000 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 Michael McRaith.
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.
* * * * *
1 | Brookfield Wealth Solutions Ltd.
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:
|
Communications & Media: Kerrie McHugh Tel: (212) 618-3469 Email: kerrie.mchugh@brookfield.com |
Investor Relations: Rachel Powell |
Forward-Looking Statements
This news release contains “forward-looking information” within the meaning of Canadian provincial securities laws and “forward-looking statements” within the meaning of applicable U.S. securities laws (collectively, “forward-looking statements”). Forward-looking statements include statements that are predictive in nature, depend upon or refer to future results, events or conditions, and reflect management’s current estimates, beliefs and assumptions, which are based on management’s perception of historical trends, current conditions and expected future developments, as well as other factors management believes are appropriate in the circumstances. Forward-looking statements are typically identified by words such as “expect,” “anticipate,” “believe,” “foresee,” “could,” “estimate,” “intend,” “plan,” “will,” “may” and similar expressions. In particular, the forward-looking statements in this news release include statements regarding the expected closing of the Transaction and receipt of related regulatory approvals.
These forward-looking statements are based on reasonable estimates, beliefs and assumptions, but are subject to significant business, economic, competitive and other risks and uncertainties, described from time to time in Brookfield’s filings with securities regulators in Canada and the United States, that could cause actual results to differ materially from those contemplated or implied by such statements. Readers are cautioned not to place undue reliance on forward-looking statements, which are made as of the date of this news release. Except as required by law, Brookfield undertakes no obligation to publicly update or revise any forward-looking statements.
2 | Brookfield Wealth Solutions Ltd.
Exhibit 99.2
Brookfield WEALTH SOLUTIONS LTD.
REPORT ON VOTING RESULTS
Annual General and Special Meeting of Shareholders
July 16, 2026
| 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 July 16, 2026 at 1:00 PM 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 June 5, 2026 (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 | 45,981,235 | 99.47 | 246,193 | 0.53 | ||||
| William Cox | 44,756,772 | 96.82 | 1,470,656 | 3.18 | ||||
| Michele Coleman Mayes | 46,120,051 | 99.77 | 107,377 | 0.23 | ||||
| Lars Rodert | 46,118,901 | 99.77 | 108,527 | 0.23 | ||||
| Anne Schaumburg | 45,793,443 | 99.06 | 433,985 | 0.94 |
Management received a proxy from the holder of class B shares to vote all 36,000 class B shares for each of the five directors nominated for election by this shareholder class:
| Director Nominee | Votes For | % | ||
| Barry Blattman | 36,000 | 100 | ||
| Michael McRaith | 36,000 | 100 | ||
| Gregory Morrison | 36,000 | 100 | ||
| Lori Pearson | 36,000 | 100 | ||
| Sachin Shah | 36,000 | 100 |
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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 | 47,444,293 | 99.79 | 101,285 | 0.21 | |||||
| class B shares | Carried | 36,000 | 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, 2026, December 31, 2026, March 31, 2027 and June 30, 2027, 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 | 46,192,042 | 99.92 | 35,386 | 0.08 | |||||
| class B shares | Carried | 36,000 | 100 | Nil | Nil |
Transaction Resolution
The resolution approving the Transaction designed to simplify the corporate structure of the company, as set out in the Transaction Supplement to the Circular, was approved by the majority of the votes cast by the holders of class A shares, by the holder of class B shares and by the holders of 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:
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| Class | Outcome | Votes For | % | Votes Against | % | |||||
| class A shares | Carried | 43,237,250 | 93.53 | 2,990,178 | 6.47 | |||||
| class B shares | Carried | 36,000 | 100 | Nil | Nil | |||||
| class C shares | Carried | 297,363,572 | 100 | Nil | Nil |
New BN Share Option Plan Resolution
The resolution approving a management share option plan for Brookfield Corporation Ltd. (“New BN”), as set out in the Transaction Supplement to the Circular, was approved. Approval of this resolution required the affirmative vote of (i) a majority (calculated on a combined basis) of the votes cast by the holders of class A shares and the holders of class A limited voting shares of Brookfield Corporation, and (ii) a majority (calculated on a combined basis) of the votes cast by the holder of class B shares and the holder of class B limited voting shares of Brookfield Corporation, in each case, who voted in person or by proxy at the respective meetings.
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 | 42,380,884 | 91.68 | 3,846,544 | 8.32 | |||||
| class B shares | Carried | 36,000 | 100 | Nil | Nil |
Management of Brookfield Corporation received proxies from a sufficient number of holders of class A limited voting shares of Brookfield Corporation and class B limited voting shares of Brookfield Corporation for the resolution approving the New BN Share Option Plan to be approved.
New BN Escrowed Stock Plan Resolution
The resolution approving an escrowed stock plan for New BN, as set out in the Transaction Supplement to the Circular, was approved. Approval of this resolution required the affirmative vote of (i) a majority (calculated on a combined basis) of the votes cast by the holders of class A shares and the holders of class A limited voting shares of Brookfield Corporation, and (ii) a majority (calculated on a combined basis) of the votes cast by the holder of class B shares and the holder of class B limited voting shares of Brookfield Corporation, in each case, who voted in person or by proxy at the respective meetings.
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 | 42,379,188 | 91.68 | 3,848,240 | 8.32 | |||||
| class B shares | Carried | 36,000 | 100 | Nil | Nil |
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Management of Brookfield Corporation received proxies from a sufficient number of holders of class A limited voting shares of Brookfield Corporation and class B limited voting shares of Brookfield Corporation for the resolution approving the New BN Escrowed Stock Plan to be approved.
New BNC Escrowed Stock Plan Resolution
The resolution approving the escrowed stock plan for Brookfield Canada Corporation, [an affiliate of New BN], (“New BNC”), as set out in the Transaction Supplement to the Circular, was approved. Approval of this resolution required the affirmative vote of (i) a majority (calculated on a combined basis) of the votes cast by the holders of class A shares and the holders of class A limited voting shares of Brookfield Corporation, and (ii) a majority (calculated on a combined basis) of the votes cast by the holder of class B shares and the holder of class B limited voting shares of Brookfield Corporation, in each case, who voted in person or by proxy at the respective meetings.
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 | 45,407,261 | 98.23 | 820,167 | 1.77 | |||||
| class B shares | Carried | 36,000 | 100 | Nil | Nil |
Management of Brookfield Corporation received proxies from a sufficient number of holders of class A limited voting shares of Brookfield Corporation and class B limited voting shares of Brookfield Corporation for the resolution approving the New BNC Escrowed Stock Plan to be approved.
New BNC Share Option Plan Resolution
The resolution approving the management share option plan for New BNC, as set out in the Transaction Supplement to the Circular, was approved. Approval of this resolution required the affirmative vote of (i) a majority (calculated on a combined basis) of the votes cast by the holders of class A shares and the holders of class A limited voting shares of Brookfield Corporation, and (ii) a majority (calculated on a combined basis) of the votes cast by the holder of class B shares and the holder of class B limited voting shares of Brookfield Corporation, in each case, who voted in person or by proxy at the respective meetings.
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 | 45,547,038 | 98.53 | 680,391 | 1.47 | |||||
| class B shares | Carried | 36,000 | 100 | Nil | Nil |
Management of Brookfield Corporation received proxies from a sufficient number of holders of class A limited voting shares of Brookfield Corporation and class B limited voting shares of Brookfield Corporation for the resolution approving the New BNC Share Option Plan to be approved.
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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: July 16, 2026