01—Abstract
Summary
Summary of the 8-K filed April 2, 2026. Cited figures are marked; the original filing is the authoritative source.
Brookfield Asset Management Ltd. (BAM) filed this Form 8-K on April 2, 2026 under Item 8.01 (Other Events) to furnish its Notice of Annual and Special Meeting of Shareholders and Management Information Circular, both dated March 23, 2026, plus the form of proxy for Class A Limited Voting Shares.
The filing is administrative in nature: it contains no new financial results, no material transactions, and no change in financial condition. The meeting is scheduled for May 7, 2026 in New York, with a record date of March 10, 2026 and a proxy deadline of 5:00 p.m. (New York time) on May 5, 2026.
The agenda has six items: receipt of the 2025 financial statements, election of 12 directors, reappointment of Deloitte LLP as auditor, an advisory say-on-pay vote, approval of a new 2026 Management Share Option Plan (up to 20 million Class A Shares, about 1.22%a of outstanding), and an amendment to the Escrowed Stock Plan that raises its ceiling from 11 million to 15 million shares. The circular states that the escrowed plan increase is designed to be non-dilutive, since newly issued shares are offset by cancellations. Brookfield Corporation (BN) controls about 69% of the Class A shares, so the management and affiliated slate is effectively assured of passage, and every proposal carries a board recommendation of FOR.
For investors, the materials are most useful for governance and compensation context. Key points include the 2025 say-on-pay approval of 99.1%, the board's seven independent directors out of twelve nominees, and the 2025 record results the chair highlighted: $112 billionb raised, $66 billion deployed, fee-bearing capital of $603 billion (up 12%), fee-related earnings of $3.0 billion (up 22%), and distributable earnings of $2.7 billion (up 14%).
The letter also notes a 15% dividend increase to $2.01c per share annualized, and it describes the pending Oaktree remaining-stake acquisition and the Just Group deal. These figures come from the chair's letter, not from the 8-K's own financial statements.
02—Key points
Key Highlights
- Item 8.01 filing that furnishes the annual and special meeting notice, management information circular, and Class A proxy form; no new financial results or material transactions are reported.
- Annual and special meeting set for May 7, 2026 at 2:30 p.m. (New York time) in New York; record date March 10, 2026; proxy deadline 5:00 p.m. (New York time) on May 5, 2026.
- Six proposals: receive 2025 financial statements, elect 12 directors, reappoint Deloitte LLP, advisory say-on-pay, approve a 2026 Management Share Option Plan (up to 20 million Class A Shares), and amend the Escrowed Stock Plan (ceiling raised from 11 million to 15 million shares, described as non-dilutive).
- Brookfield Corporation controls about 69% of Class A shares, so management's slate and all proposals are effectively assured of approval; the board recommends FOR on every item.
- Governance: seven of twelve nominees are independent, the Lead Independent Director is Marcel Coutu, and the 2025 say-on-pay vote received 99.1% support.
- Per the chair's letter, 2025 was a record year: $112 billion raised, $66 billion deployed, fee-bearing capital of $603 billion (up 12%), fee-related earnings of $3.0 billion (up 22%), and distributable earnings of $2.7 billion (up 14%).
- The board approved a 15% dividend increase to $2.01 per share annualized, and the letter cites the pending Oaktree remaining-stake and Just Group acquisitions as growth drivers.
03—Questions
Frequently Asked Questions
Does this 8-K disclose any new financial results or material corporate events?
No. The filing is procedural under Item 8.01 and only incorporates by reference the proxy materials for the May 7, 2026 annual and special meeting. The financial figures cited in the shareholder letter come from prior reporting (fiscal 2025) and are not new disclosures in this filing.
What are shareholders being asked to vote on?
Shareholders will vote on electing 12 directors, reappointing Deloitte LLP as auditor, an advisory say-on-pay resolution, approval of a new 2026 Management Share Option Plan covering up to 20 million Class A Shares, and an amendment raising the Escrowed Stock Plan share reserve from 11 million to 15 million shares. The board recommends voting FOR each item.
Could minority shareholders influence the outcome of these votes?
Limited influence is likely. Brookfield Corporation and its subsidiaries own about 69% of Class A shares, and Class A and Class B shares vote together on director elections. Because of this concentration, management-backed proposals are very likely to pass, although the say-on-pay result is advisory and non-binding.
Will the option plan and escrowed stock plan changes dilute existing shareholders?
The escrowed stock plan is described as non-dilutive because newly issued shares are offset by cancellations of Class A shares. The 2026 option plan would add up to 20 million shares, about 1.22% of outstanding Class A shares as of March 10, 2026, so it carries some dilution potential.
How can shareholders vote or request paper materials?
Registered shareholders can vote online at www.meeting-vote.com, by mail, by emailing [email protected], by telephone at 1-888-489-7352, or in person at the meeting. Non-registered shareholders should follow their intermediary's voting instruction form. Paper copies of the materials can be requested from BAM at 1-866-989-0311 or [email protected] before April 21, 2026.
04—Continue