Brookfield Asset Management Ltd. (TSX:BAM)
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May 12, 2026, 11:20 AM EST
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AGM 2025

May 5, 2025

Kathy Sarpash
Corporate Secretary, Brookfield Asset Management Limited

Mr. Chair, we are ready to commence the meeting.

Bruce Flatt
Chair of the Board, Brookfield Asset Management Limited

It is now 9:00 A.M., and time to begin the annual meeting of shareholders of Brookfield Asset Management Limited. My name is Bruce Flatt, and as Chair of the Board, it is my pleasure to chair today's meeting. On behalf of the Board and management, I would like to extend a warm welcome to everyone who joined us here in person in New York, and to those joining us online through our live webcast. Voting during the meeting will take place in person by ballot and by online ballot through our webcast platform. I will now explain this process. We will conduct a vote on the matters before us by a poll. On a poll, every shareholder entitled to vote on the matter has one vote in respect of each share entitled to be voted on the matter and held by that shareholder.

The poll will be open for all resolutions at the same time, and throughout the meeting, the formal portion of the meeting. This will allow you to choose to vote on each resolution immediately or wait until conclusion of discussion on each resolution prior to casting your vote. If you voted in advance of the meeting and you do not wish to revoke your previously submitted proxies, then no action is needed. If you are a shareholder or proxy holder attending in person and you have not voted, or you already voted, but you would like to change your vote, you should have received a ballot at the registration desk.

If any shareholder or proxy holder in the room wearing a red wristband is entitled to vote but did not receive a ballot and would like to vote, please raise your hand, and a scrutineer will bring a ballot to you. We welcome questions from our shareholders and proxy holders. If you wish to make a comment or ask a question and you're in the auditorium, please raise your hand, and a microphone will be brought to you. State your name and whether you're a shareholder or a proxy holder. Please limit your question or comment to one minute so that other shareholders or proxy holders present have an opportunity to speak if they wish. If you are attending as a guest at this meeting, we welcome you and look forward to having the chance to meet you following the meeting.

As described in our Management Information Circular for this meeting, shareholders attending virtually can submit questions by clicking on the messaging icon on the top of the webcast and typing a question. Whether in person or online, please indicate whether your question is of general nature or if it relates to a motion being considered as part of the meeting's formal business. Questions of a general nature will be answered during the question and answer period following the formal business of the meeting. Questions relating to a particular motion will be answered at the appropriate time in the meeting when we discuss those resolutions. For online participants, note that we recommend that you submit questions relating to motions being tabled as soon as possible, as there is a 30-second delay in the webcast. Please click the submit button once you have finished typing your question.

Our Corporate Secretary, who's serving as moderator of this meeting, will read out the question, and a member of management or I will respond. If we receive similar questions, we will read one of them and note it to be one of a number of similar questions. We are unable to receive questions from participants joining the meeting only by telephone. Further, if you connected to this meeting as a guest, you will not be able to submit a question. We will, though, endeavor to answer all questions submitted during the allotted time. If we're unable to address your questions during the meeting, we will respond to you after the meeting if you provide your email address or a telephone number to a member of the Investor Relations Team.

I will now call the meeting to order and would ask our transfer agents, by its representatives Helen Kim and Karishma Aliar, to act as scrutineers. I'll ask our Corporate Secretary, Kathy Sarpash , to act as secretary of today's meeting. It is now my pleasure to introduce the members of management with us today. Beside me is Connor. All you know, he's the President of Brookfield Asset Management, and beside him is Hadley Peer Marshall, our Chief Financial Officer. Following the conclusion of the formal part of the meeting, Connor and Hadley will make a presentation on behalf of the company. As outlined in our Management Information Circular, there are four items of business to be considered today. The first is to receive the consolidated financial statements of Brookfield Asset Management for the year ended December 31, 2024, including the external auditor's report.

Second, to elect directors who will serve until the next annual meeting. Third, to appoint the external auditor and authorize the directors to set remuneration. Fourth, to consider an advisory resolution on our approach to executive compensation. As mentioned, in connection with the business to be dealt with today for shareholders or proxy holders who have not already voted or wish to change their vote, all voting will be conducted by ballot for those in person with us today and online ballot through the live webcast platform. For shareholders or proxy holders voting in the room, please mark your ballot for each item. The ballots will be collected after you've voted on all items. For shareholders and proxy holders who have registered to access our live audio webcast platform, polls are now open and will remain open until we complete the formal business of the meeting.

I'll pause briefly following each item of business to allow sufficient time for those voting online. If you have already voted, no further action is required unless you wish to change your vote. In order to expedite the formal part of the meeting, I've asked certain shareholders to move and second various resolutions. Although this procedure will assist in the handling of formal matters, it is not intended to discourage anyone from submitting questions in reference to any resolution after it has been proposed and seconded. I'm advised that the notice calling the meeting and the Management Information Circular were disseminated to Voting Shareholders in accordance with all applicable laws. I have asked the Corporate Secretary to keep a copy of the notice and proof of mailing in the minutes of this meeting.

The minutes of the last year's annual meeting of shareholders held on June 7, 2024, are also available upon request should anyone wish to review them. Based on the scrutineer's preliminary report on attendance, the Secretary has confirmed that we have a quorum. I therefore declare the meeting properly constituted for the transaction of business for which it has been called. Turning to the first item of formal business, I will now table Brookfield Asset Management's 2024 annual report on Form 10-K, which includes BAM's consolidated financial statements for the year ended December 31, 2024, together with the external auditor's report. This annual report has been mailed to shareholders who requested it, and a hard copy is available here today and in the meeting materials for this live webcast, as well as on our website.

The second item of business at our meeting today is to elect directors who will serve until our next annual meeting of shareholders. To assist you in identifying our directors, their photos will be shown as I read their names. The 12 proposed nominees for election by Brookfield Asset Management shareholders are as follows: Barry Blattman, Angela Braly, Marcel Coutu, Scott Cutler, myself, Liv Garfield, Neil Gilbert, Pete Johnson, Brian Kingston, Cyrus Madon, Diana Noble, and William Powell. Information on all 12 director nominees is set out in our Management Information Circular, which is available here at the meeting, was posted on our website for shareholder review, and is available from the company after the meeting upon request. The meeting is now open to receive nominations for the election of proposed directors.

If you are a shareholder or proxy holder in the room, and if you wish to submit your vote or alter a vote previously submitted online, please mark your vote for resolution one on your ballot regarding the election of directors and hang on to it. The ballot will be collected after you have voted on all items. We also invite shareholders and proxy holders to submit their vote online if they have not already done so. As a reminder, if you have already voted or sent in your proxy, there is no need to do anything unless you wish to change your vote.

Speaker 5

Mr. Chair, I nominate for election as directors the 12 nominees named in the Management Information Circular dated March 25, 2025.

Bruce Flatt
Chair of the Board, Brookfield Asset Management Limited

Thank you, Galen.

Speaker 6

Mr. Chair, I second the motion.

Bruce Flatt
Chair of the Board, Brookfield Asset Management Limited

Thank you, Thomas. Are there any further nominations? If not, I declare the nominations closed. The floor is open for comments or questions on the election of directors. Are there any comments or questions in the room or from the live webcast?

Kathy Sarpash
Corporate Secretary, Brookfield Asset Management Limited

Mr. Chair, we have not received any questions or comments from the live webcast with respect to the nomination of directors.

Bruce Flatt
Chair of the Board, Brookfield Asset Management Limited

The third item of business today is the appointment of BAM's external auditor and authorizing the directors to set their remuneration. As stated in the Management Information Circular, the Audit Committee of our Board of Directors has recommended to shareholders that Deloitte LLP be reappointed as Brookfield Asset Management's external auditor.

Speaker 6

Mr. Chair, I move that Deloitte LLP be appointed as the external auditor of Brookfield Asset Management until the next annual meeting and that the directors be authorized to set their remuneration.

Bruce Flatt
Chair of the Board, Brookfield Asset Management Limited

Thank you, Thomas.

Speaker 5

Mr. Chair, I second the motion.

Bruce Flatt
Chair of the Board, Brookfield Asset Management Limited

Thank you, Galen. The floor is open for comments or questions on the appointment of the external auditor. Are there any questions or comments from the live webcast?

Kathy Sarpash
Corporate Secretary, Brookfield Asset Management Limited

Mr. Chair, we have not received any questions or comments from the live webcast submitted in connection with the appointment of the auditors.

Bruce Flatt
Chair of the Board, Brookfield Asset Management Limited

Adoption of this motion requires the favorable vote of a majority of votes cast at the meeting by holders of each Class A Limited Voting Share and each Class B Limited Voting Share, voting as separate classes. Management has received proxies representing approximately 94% of BAM's Class A Limited Voting Shares and 100% of the Class B Limited Voting Shares. These proxies direct me to vote over 99% of the Class A Limited Voting Shares and all of the Class B Limited Voting Shares in favor of the resolution. If you are a shareholder or proxy holder in the room and you wish to submit your vote or alter a vote previously submitted online, please mark your vote for resolution two on your ballot regarding the appointment of BAM's external auditor and hang on to it.

We also invite shareholders and proxy holders to submit their vote online if you have not already done so. Okay, fourth and last. The fourth item of business today is the approval of the advisory resolution on BAM's approach to executive compensation described in the Management Information Circular. Brookfield Asset Management has put forth an advisory resolution at this meeting as part of its ongoing efforts to both meet its corporate governance objectives and ensure a high level of shareholder engagement. Because this is an advisory vote, the results will not be binding upon the board. However, the Governance, Nominating and Compensation Committee of the board will take the results of the vote into account as appropriate when considering future compensation policies and decisions. The board welcomes comments and questions on BAM's executive compensation practices.

Speaker 5

Mr. Chair, I move that the advisory resolution accepting the approach to executive compensation described in the Management Information Circular dated March 25, 2025, be approved.

Bruce Flatt
Chair of the Board, Brookfield Asset Management Limited

Thank you, Galen.

Mr. Chair, I second the motion.

Thank you, Thomas. The floor is once again open for comments or questions in connection with BAM's approach to executive compensation. Are there any comments or questions in the room or from the live webcast?

Kathy Sarpash
Corporate Secretary, Brookfield Asset Management Limited

Mr. Chair, we have not received any questions or comments from the live webcast submitted in connection with Brookfield's approach to executive compensation.

Bruce Flatt
Chair of the Board, Brookfield Asset Management Limited

Adoption of this motion requires the favorable vote of a majority of the Class A Limited Voting Shares. Management has received proxies representing approximately 94% of the Class A Limited Voting Shares. These proxies direct me to vote over 99% of the Class A Limited Voting Shares in favor of the resolution. If you are a shareholder or proxy holder in the room and if you wish to change your vote or alter a vote previously submitted online, please mark your vote for resolution three on your ballot regarding BAM's approach to executive compensation and hang on to it. We also invite shareholders and proxy holders to submit their vote online if you have not already done so. Voting is now closed on all resolutions. For those in the auditorium that completed a ballot, please raise your hand and a scrutineer will collect it.

Please ensure your name is clearly printed on your ballot together with your signature. Could we please have the ballots, if any, collected? I am advised that our Corporate Secretary has the results of the vote based on the final tabulations of proxy votes received.

Kathy Sarpash
Corporate Secretary, Brookfield Asset Management Limited

Thank you, Mr. Chair. I am pleased to report as there are 12 directors to be elected and the same number of nominees, I now declare that those nominated have been duly elected as directors of Brookfield Asset Management. On the appointment of Brookfield Asset Management's external auditor and authorization of directors to set their remuneration, I declare the motion carried. On the approval of the advisory resolution on BAM's approach to executive compensation, I declare the motion carried. The final voting results will be available after the meeting and posted to our SEC profile.

Bruce Flatt
Chair of the Board, Brookfield Asset Management Limited

Ladies and gentlemen, that completes the formal business of today's meeting. There being no other business, I declare the meeting terminated. Now that the formal meeting has concluded, Connor and Hadley will be presenting on behalf of the management team. At the end of the presentation, we will be available to respond to any questions or comments our shareholders or proxy holders may have submitted. Please note that in responding to questions and in talking about our new initiatives and our financial and operating performance, we may make forward-looking statements. These statements are subject to known and unknown risks, and future results may differ materially. For further information on known risk factors, you are encouraged to review the risk section of the BAM annual report. With that, I invite Connor and Hadley to commence the management presentation.

Connor Teskey
President, Brookfield Asset Management Limited

Thank you, Bruce. Good morning, and thank you for joining us for our annual general meeting. It is an exciting time at Brookfield Asset Management. Today, we will provide an overview of our business as well as how we are positioned to not only navigate but grow through the current market environment. Hadley will provide a review of our 2024 performance, including a number of milestones we achieved last year, and she will finish by outlining our five-year plan to double the business. First, an overview of Brookfield Asset Management today. Today, Brookfield Asset Management manages over $1 trillion of capital focused on the largest and fastest-growing sectors of the alternatives market: transition, infrastructure, real estate, private equity, and credit. We generate fees on approximately $550 billion of capital and in 2024 generated $2.6 billion of fee-related earnings.

Our business model is diversified across asset classes, geographies, strategies, and fundraising channels, allowing us to continue to raise capital and grow our business across market cycles and in different market dynamics. In a world today that is being driven by mega trends around the demand for AI infrastructure, the growing need for power, and the increasing role of private credit, Brookfield Asset Management has defined competitive advantages to be on the front foot of these major themes. Periods of market uncertainty, like the ones we have experienced over the last several months, are inevitable. History has shown that those with scale, access to capital, and experience will not only be able to continue to execute but will grow throughout these periods of market cycles. This is what our business is built for.

Today, 100% of our cash flows is driven by fee-related earnings, and 95% of our fee revenues come from long-dated or perpetual strategies, providing a very predictable and stable foundation to our distributable earnings. Further, our business is focused on essential inflation-linked real assets that form the backbone of the global economy. Lastly, in periods of market uncertainty, investors increasingly turn to large and proven platforms with long track records and trusted relationships. Those features have long been at the core of Brookfield Asset Management. As such, while there may from time to time be short-term uncertainty in the market, our long-term strategy and our long-term growth outlook remains unchanged, and we expect to deliver more than 15% growth in our business, our earnings, and our distributions to shareholders.

We are confident in our ability to do that because we continue to rely on the same competitive advantages that we have for decades. Our size, our global reach, and our operating capabilities allow us to drive value in the investments we make regardless of where we are in the market cycle. When you combine this with our unparalleled access to capital and the ability to leverage the Brookfield ecosystem, our platform of almost 300 operating companies, almost 250,000 operating employees around the world working in 30 different countries, we have access to information and the execution capabilities to execute on the best investment opportunities whenever and wherever they may arise. The competitive advantages that we have built our business on are even more valuable in today's market and the market dynamics we expect to see in the future.

Where we sit today, we have $120 billion of uncalled capital commitments that stand ready to be invested in high-quality assets, perhaps during a period of time when others may not have access to capital and where we will see less competition. Further, increasingly, investors around the world are being driven to the appeal of critical real assets that provide long-term inflation-linked durable cash flows. Lastly, it is not simply the scale of our capital, but also the flexibility of our capital that allows us to tailor different structures and investment solutions to different counterparties, both when making investments and when looking to monetize assets, all with the view of generating the greatest returns for both our LP partners and our shareholders. This all comes against a very favorable backdrop for alternatives. For years now, we have been directing our investments around three major global mega trends.

We call them the three Ds: digitalization, decarbonization, and deglobalization. There are really two features of these trends that are important. One, while they have been progressing and accelerating for years, we expect them to continue for not only years, but decades to come. Secondly, the amount of capital that is required to capture the growth opportunities and the needs of these global mega trends are so significant that they outstrip what is available from governments and from the public markets, creating a very attractive investment opportunity for large-scale private capital providers with both the capital, the scale, and the operating capabilities to show leadership in these spaces. That is exactly where Brookfield is positioned. These trends have driven significant amounts of our investment over the last several years, and we expect that to continue for years to come. With that, I will hand it over to Hadley.

Hadley Peer Marshall
CFO, Brookfield Asset Management Limited

Great. Thank you, Connor, and welcome to everyone. 2024 was a record year for Brookfield Asset Management. Not only, as Connor mentioned, did we cross the $1 trillion of assets under management mark, but we raised $137 billion across 40 strategies. That includes our flagships around real estate, renewable power and transition, as well as credit and many of our complementary strategies. We deployed near $50 billion. That $50 billion, some of the deals that we did were the multi-billion dollar scale deals, including our acquisition of Neoen, which is a renewable company in France, GEMS Education, the largest school operator of K through 12 in the Middle East, and FirstEnergy, a premier U.S. transmission company in the United States. In addition to that, we monetized around $30 billion of equity capital.

That included ICD Brookfield Place, as well as Shepherds Flat, our largest repowering of a wind farm in North America. All of these accomplishments together mean that we had record earnings for 2024. We generated around $2.4 billion of distributable earnings, and we declared an increase in our dividend of 15%. When you think about these accomplishments, part of the success is around the fact that we operate with industry-leading metrics. 100% of our distributable earnings comes from fee-related earnings. When you think about the foundation of that, the fee-bearing capital, about 85% of that is tied to either long-term or perpetual capital, meaning, as Connor said, we have stable and predictable cash flows. We operate with strong margins, and we have operating leverage built into our business, especially as we continue to grow.

Strong balance sheet and strong liquidity and additional capacity under high investment-grade ratings will help prepare us to generate the types of returns of 15-plus percent. We're returning most of that earnings back to you in the form of a payout ratio above 90-95%. Now, not only have we been busy deploying capital, monetizing, and fundraising, but we've also been focused on various initiatives within Brookfield over the past year. The first one is around credit. In order to properly showcase our expansive and diversified product mix, we pulled all of our credit strategies into one group. What that means is we took Brookfield's capabilities, especially around our leading market-leading infrastructure and real estate credit strategies, and put them alongside our partner managers. All total, that's $300 billion of assets under management and makes us one of the largest alternative managers in credit.

We will continue to scale and enhance our capabilities around fundraising and investing in order to create value, long-term value for you. In addition, we moved our headquarters to New York, where we have the largest percentage of our revenues, our people, as well as our assets under management. As a reminder, this does not change our day-to-day operations. In addition, we completed the acquisition of 100% of our asset management company. That was economically neutral for our shareholders, but it had two major benefits. One, it simplified our corporate structure. Secondly, it allowed us to reflect 100%, the full market capitalization of Brookfield Asset Management, $80-plus billion. Finally, we now file SEC-registered reports like our 10-K, and that will put us on par with other domestic issuers.

When you combine that all together, that will help set the stage for broader index inclusion and diversifying our shareholder base, as well as reaching the deepest pools of capital available. Now, I'll spend a few minutes talking about growth and how we're well-positioned for that growth. If you think about growth, it's really being fueled by alternatives. Over the past 20 years, there's been a significant amount of growth attached to alternatives. If you go back to 2002, there's about $2 trillion allocated to alternatives. Today, that's $25 trillion and expected to grow double to $60 trillion by 2032. The reason why is that investors value the diversification through their portfolio, the attractive risk-adjusted returns attached to private capital, and then finally, limited volatility. Especially the past few months, that's been a good commercial reminding all of us of the stability that comes with alternatives.

We are well-positioned to capture this growth. We will continue to capitalize on our leadership positions around the largest and fastest-growing segments of alternatives, that being private equity, renewables, infrastructure, real estate, credit. We will also keep enhancing and expanding our fundraising capabilities across insurance as well as private wealth and diversifying and growing our complementary strategies. We always have the choice of either building or buying in order to complement our capabilities. That will allow us to double the size of the business to $1 trillion fee-bearing capital over the next five years. We will keep scaling our flagships, and we will use them as a launching pad to grow the number and then support the growth of existing complementary strategies.

We'll keep building out insurance capabilities around Brookfield Wealth Solutions, as well as third-party SMAs, in order to reach that full goal of $1 trillion over the next five years. Part of that success will be built upon our strong balance sheet and liquidity position. We were just recently in the market with our first bond deal, where we issued a $750 million 10-year senior note and received strong demand as well as attractive pricing. In connection with that, we also received high investment-grade ratings, A from Fitch and A- from S&P. Now, altogether, when you think about the liquidity going forward, that puts us in a position to continue to expand our liquidity needs as we grow. We have plenty of significant capacity under existing investment-grade ratings, and that will grow as the business grows.

We also have access to the deepest pools of capital now and are our top-tier client for our banks. That will set the scene for us to deliver the growth that we anticipate: 17% attached to our fee-related earnings, 18% attached to our distributable earnings, in order to make sure that we can deliver the 15-plus % growth to our dividends, and again, returning most of that back to our shareholders with a 95% payout ratio. Now, many of you appreciate that what's not in these numbers is our carry. There is immaterial carry at this point. When we look back and think of the two and a half years ago when we spun out Brookfield Asset Management, carry has been building as our strategies mature and start to monetize.

Over the next five years, that will build, and that will create the second leg of growth for Brookfield Asset Management. Today, we are more confident than ever that the best is yet to come for Brookfield. We see the current environment, one in which we will be able to succeed, taking our leadership position and advancing it around the mega trends that are associated with the global economy. We will continue creating that value for our shareholders by innovating our product mix, diversifying our fundraising channels, addressing client demands, and adapting to the client demands. That will allow us to achieve the five-year plan and doubling the business. With that, I will say thank you and open it up to remarks and questions.

Bruce Flatt
Chair of the Board, Brookfield Asset Management Limited

Thank you. Thank you, Connor and Hadley. I'm more excited now than I was before, if that can happen. The floor is open for general comments or questions from shareholders or proxy holders. Are there any comments or questions in the room or from the live webcast? Seeing no questions, ladies and gentlemen, I would like to thank you for taking the time to join us here today. I hope you have found the meeting and the presentations informative. We appreciate your participation and value your ongoing support as shareholders. The first quarter results will be out tomorrow morning, and we will have a conference call to discuss them. We look forward to talking to you then again. You get us twice this quarter. With that, thank you for being here.

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