Brookfield Shareholders Back New BN Deal as Firm Targets 20% Earnings Growth

Key Points

• Brookfield shareholders approved a major transaction to combine Brookfield Corporation and Brookfield Wealth Solutions into a single publicly traded entity, “New BN,” pending remaining court, shareholder, and regulatory approvals. The deal is expected to close in late fourth quarter 2026.
• The company said the combination should simplify Brookfield’s structure, improve capital efficiency, and potentially broaden global index inclusion by giving the insurance business direct access to Brookfield’s large permanent capital base.
• Management outlined a strong growth outlook, saying Brookfield is positioned to grow earnings by more than 20% annually over the next five years, with distributable earnings expected to rise from $2.54 per share now to $5.85 per share by 2030 before capital allocation benefits.

Brookfield NYSE: BN shareholders approved a key transaction resolution at the company’s annual and special meeting, advancing a plan to combine Brookfield Corporation and Brookfield Wealth Solutions Ltd. under a single publicly traded company referred to during the meeting as New BN.

Frank McKenna, chair of Brookfield’s board, said the transaction is intended to “further simplify our corporate structure, create a more capital-efficient platform to support Brookfield’s long-term growth, and open a path to broader global index inclusion.” He described the combination as “the next evolution of Brookfield as a globally diversified and fully integrated insurance and investment organization.”

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The vote was held pursuant to an order of the Ontario Superior Court of Justice. McKenna said the final court hearing to approve the transaction is scheduled for July 21, 2026, and that the deal is expected to close in late fourth quarter 2026, subject to customary closing conditions, including approval by Brookfield Wealth Solutions shareholders and other legal and regulatory approvals.

Shareholders Approve Core Meeting Items

At the formal portion of the meeting, Brookfield shareholders elected 16 directors. The nominees for Class A limited voting shareholders were Elyse Allan, Ang Eng Seng, Janice Fukakusa, Maureen Kempston Darkes, Frank McKenna, Hutham Olayan, Satish Rai and Diana Taylor. The nominees for Class B limited voting shareholders were Howard Marks, Rafael Miranda, Lord Gus O'Donnell, Jeffrey Blidner, Jack Cockwell, Bruce Flatt, Brian Lawson and Sam Pollock.

McKenna said 15 of the 16 nominees had been elected at the prior annual general meeting in June 2025 and were standing for re-election. Ang Eng Seng, a current director, was appointed by the board on Feb. 11, 2026, and stood for re-election at the meeting.

Shareholders also approved the reappointment of Deloitte LLP as Brookfield’s external auditor and authorized the directors to set its remuneration. An advisory resolution on the company’s approach to executive compensation was also carried.

Several resolutions connected to the proposed transaction were also considered, including share option and escrowed stock plans for New BN and Brookfield Canada Corporation, referred to as New BNC. The meeting operator said formal declarations on the New BN share option plan, New BN escrowed stock plan, New BNC escrowed stock plan and New BNC share option plan would be made after the Brookfield Wealth Solutions shareholder meeting later in the day. Final voting results are expected to be posted to SEDAR+.

Brookfield Reports Strong 12-Month Performance

Following the formal meeting, Nicholas Goodman, Brookfield’s president and chief financial officer, reviewed the company’s financial performance and strategic priorities. Goodman said Brookfield has built a permanent capital base of $175 billion, which he described as “one of the largest pools of discretionary capital globally.”

Goodman said Brookfield generated $6 billion of distributable earnings over the last 12 months, supported by growth across asset management, wealth solutions and operating businesses. He said the asset management business raised $108 billion of capital across strategies, increasing fee-bearing capital to $614 billion. Fee-related earnings rose 18% to $3.1 billion over the period.

In wealth solutions, Goodman said distributable earnings increased 11% to $1.7 billion. He said insurance assets grew to $180 billion, including the acquisition of Just Group, which added $40 billion of assets and expanded Brookfield’s presence in the U.K. Brookfield also originated $20 billion of annuity sales and deployed $14 billion of float into Brookfield-managed strategies.

Goodman said Brookfield’s operating businesses generated $1.5 billion of distributable earnings, supported by “stable and resilient cash flows.” He also noted that real estate occupancy was above 95% across Brookfield’s super core and core plus portfolios.

Capital Allocation and Growth Outlook

Goodman said Brookfield returned $1.5 billion of capital to shareholders over the past year, including $900 million through share repurchases and $600 million through dividends. He said the company completed $170 billion of financings across its businesses and currently has $188 billion of deployable capital, while maintaining an A-minus credit rating at the corporation.

Looking ahead, Goodman said Brookfield is “exceptionally well-positioned” to grow earnings by more than 20% annually over the next five years, before the effects of capital allocation. He said the company expects distributable earnings to grow from $2.54 per share today to $5.85 per share by 2030, consistent with plans outlined at its investor day last September.

Goodman said capital allocation could add another $1.10 per share of earnings over five years, increasing expected distributable earnings to $6.95 per share by 2030. He said Brookfield expects to generate $53 billion of cumulative free cash flow from existing businesses over the next five years, which would be deployed through the company’s centralized capital allocation framework.

Goodman said Brookfield expects wealth solutions insurance assets to grow from $180 billion to $350 billion by 2030 and fee-bearing capital at Brookfield Asset Management to grow to more than $1 trillion. He also said carried interest is reaching “an inflection point” as transaction activity and realizations increase.

Management Highlights Rationale for BN-BWS Combination

Goodman said the proposed combination of Brookfield Corporation and Brookfield Wealth Solutions would simplify the corporate structure and allow shareholders to own the full value of both businesses through a single security. He said it would also provide the insurance operations with direct access to the corporation’s permanent capital base, which he described as an incremental $145 billion.

Goodman added that the new structure could create a path toward broader global index inclusion, which over time could broaden Brookfield’s investor base, improve trading liquidity and support greater ownership by passive investment vehicles. He said the transaction is expected to be tax-efficient for most shareholders.

No shareholder questions were submitted during the formal meeting or the management presentation, according to the operator.

About Brookfield (NYSE:BN)

Brookfield Corporation NYSE: BN is a global alternative asset manager that specializes in real assets. The company invests in and operates businesses across real estate, infrastructure, renewable power and energy, private equity and credit. Its activities span both ownership and active management of physical assets as well as the operation of investment funds and vehicles that provide institutional and retail investors access to long‑lived, cash‑generating assets.

Brookfield's services include asset management, direct investing, property development and the operation of infrastructure and energy businesses.

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