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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 5, 2025
Brookfield Asset Management Ltd.
(Exact name of registrant as specified in its charter)
| British Columbia, Canada | 001-41563 | 98-1702516 | ||
|
(State or Other Jurisdiction of Incorporation) |
(Commission File No.) |
(IRS Employee Identification No.) |
Brookfield Place
250 Vesey Street, 15th Floor
New York, NY 10281-0221
(Address of Principal Executive Offices)
(212) 417-7000
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class |
Trading |
Name of Each Exchange on Which Registered |
||
| Class A Limited Voting Shares | BAM | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
Brookfield Asset Management Ltd. (“BAM”) held its 2025 Annual Meeting of Shareholders on May 5, 2025 (the “Meeting”).
The tables below set forth the number of votes cast for, against, and withheld for each matter voted upon by BAM’s holders of Class A Limited Voting Shares (the “Class A Shares”) and Class B Limited Voting Shares (“Class B Shares”).
| 1) | Election of Directors. All of the 12 nominees proposed by management for election to BAM’s Board of Directors were nominated for appointment and elected at the Meeting to hold office until the close of the next annual meeting of BAM’s shareholders. |
Director Nominee |
For |
Withheld |
||
Barry Blattman |
1,469,065,906 (98.06%) | 29,116,643 (1.94%) | ||
Angela F. Braly |
1,497,842,984 (99.98%) | 339,565 (0.02%) | ||
Marcel R. Coutu |
1,493,075,700 (99.66%) | 5,106,849 (0.34%) | ||
Scott Cutler |
1,497,385,561(99.50%) | 796,988 (0.05%) | ||
Bruce Flatt |
1,483,290,876 (99.01%) | 14,891,673 (0.99%) | ||
Oliva (Liv) Garfield |
1,470,059,798 (98.12%) | 28,122,751 (1.88%) | ||
Nili Gilbert |
1,492,194,908 (99.60%) | 5,987,641 (0.40%) | ||
Keith Johnson |
1,497,481,331 (99.95%) | 701,218 (0.05%) | ||
Brian W. Kingston |
1,468,891,524 (98.04%) | 29,291,025 (1.96%) | ||
Cyrus Madon |
1,466,656,179 (97.90%) | 31,526,370 (2.10%) | ||
Diana Noble |
1,492,236,614 (99.60%) | 5,945,935 (0.40%) | ||
William Powell |
1,469,081,070 (98.06%) | 29,101,479 (1.94%) |
| 2) | Appointment of External Auditor. The resolution to reappoint Deloitte LLP as the external auditor of BAM to hold office until the next annual meeting of BAM’s shareholders and to authorize the directors to fix the remuneration to be paid to the external auditor was approved by the majority of both the holders of Class A Shares and Class B Shares. |
For |
Withheld |
Total |
||
| 1,509,734,644 (99.6%) | 632,528 (0.04%) | 1,510,367,172 (100%) |
| 3) | Say on Pay Resolution. The resolution passing an advisory resolution on BAM’s Approach to Executive Compensation was approved by the majority of the holders of Class A Shares. |
For |
Against |
Total |
||
| 1,484,655,772 (99.10%) | 13,526,770 (0.90%) | 1,498,182,542 (100%) |
| Item 8.01 | Other Events. |
On May 5, 2025, BAM issued a press release announcing the results of the Meeting and director elections. The press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 8.01.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit Number |
Description |
|
| 99.1 | Press Release dated May 5, 2025 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
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 hereunto duly authorized.
Date: May 5, 2025
| Brookfield Asset Management Ltd. | ||
| By: | /s/ Kathy Sarpash |
|
| Name: | Kathy Sarpash | |
| Title: | Managing Director, Legal & Regulatory and Corporate Secretary | |
Exhibit 99.1
Brookfield Asset Management Announces Results of
Annual Meeting of Shareholders
NEW YORK, NEWS, May 5, 2025 – Brookfield Asset Management Ltd. (NYSE: BAM, TSX: BAM) today announced that all 12 nominees proposed for election to the board of directors by holders of Class A Limited Voting Shares (“Class A Shares”) and Class B Limited Voting Shares (“Class B Shares”) were elected at the company’s annual meeting of shareholders held on May 5, 2025 in New York, NY, with the option to attend virtually. Detailed results of the vote for the election of directors are set out below.
Management received the following proxies from holders of each of the Class A Shares and Class B Shares in regard to the election of the 12 directors nominated:
| Director Nominee |
Votes For | % | Votes Withheld | % | ||||||||||||
| Barry Blattman |
1,469,065,906 | 98.06 | 29,116,643 | 1.94 | ||||||||||||
| Angela F. Braly |
1,497,842,984 | 99.98 | 339,565 | 0.02 | ||||||||||||
| Marcel R. Coutu |
1,493,075,700 | 99.66 | 5,106,849 | 0.34 | ||||||||||||
| Scott Cutler |
1,497,385,561 | 99.95 | 796,988 | 0.05 | ||||||||||||
| Bruce Flatt |
1,483,290,876 | 99.01 | 14,891,673 | 0.99 | ||||||||||||
| Oliva (Liv) Garfield |
1,470,059,798 | 98.12 | 28,122,751 | 1.88 | ||||||||||||
| Nili Gilbert |
1,492,194,908 | 99.60 | 5,987,641 | 0.40 | ||||||||||||
| Keith Johnson |
1,497,481,331 | 99.95 | 701,218 | 0.05 | ||||||||||||
| Brian W. Kingston |
1,468,891,524 | 98.04 | 29,291,025 | 1.96 | ||||||||||||
| Cyrus Madon |
1,466,656,179 | 97.90 | 31,526,370 | 2.10 | ||||||||||||
| Diana Noble |
1,492,236,614 | 99.60 | 5,945,935 | 0.40 | ||||||||||||
| William Powell |
1,469,081,070 | 98.06 | 29,101,479 | 1.94 | ||||||||||||
A summary of all votes cast by holders of the Class A and Class B Shares represented at the company’s annual meeting of shareholders is available on EDGAR at www.sec.gov/edgar or on SEDAR+ at www.sedarplus.ca.
* * * * *
| 1 | Brookfield Asset Management |
About Brookfield Asset Management
Brookfield Asset Management Ltd. (NYSE: BAM, TSX: BAM) is a leading global alternative asset manager, headquartered in New York, with over $1 trillion of assets under management across renewable power and transition, infrastructure, private equity, real estate, and credit. We invest client capital for the long-term with a focus on real assets and essential service businesses that form the backbone of the global economy. We offer a range of alternative investment products to investors around the world — including public and private pension plans, endowments and foundations, sovereign wealth funds, financial institutions, insurance companies and private wealth investors. We draw on Brookfield’s heritage as an owner and operator to invest for value and generate strong returns for our clients, across economic cycles.
For more information, please visit our website at bam.brookfield.com or contact:
| Media: Simon Maine Tel: +44 739 890 9278 Email: [email protected] |
Investor Relations: Jason Fooks Tel: (866) 989-0311 Email: [email protected] |