Aegon has announced an agreement with its largest shareholder, Vereniging Aegon, on their future relationship, alongside a proposed governance framework tied to the Dutch insurer’s planned relocation to the United States, the company said in a statement.
The international financial services holding company intends to move its legal seat to Delaware - the state of incorporation for most US public companies - as part of its broader ambition to become a leading US life insurance and retirement group.
Under the proposed governance framework, Aegon will amend its bye-laws to align with US market standards. According to a news release, key changes include the phased removal of its staggered board structure, with annual elections for all directors beginning in 2030, as well as majority voting in uncontested elections and annual Say-on-Pay advisory votes. The company also plans to simplify its capital structure by eliminating Common Shares B and converting all outstanding shares held by Vereniging Aegon on a 1:40 basis into a single class of common stock with equal voting rights.
As part of the agreement, Vereniging Aegon will be renamed Vereniging Aegon Americas and will retain its existing 18.4% ownership position in Aegon, which will align with its voting rights going forward. Its current charitable and social activities in the Netherlands will be transferred to a new organisation to be named Stichting Aegon Fonds Nederland, with a donation of €500 million to support the new body’s work.
Chief executive Lard Friese said the steps marked a significant milestone in the company’s US transition.
“The agreement with Vereniging Aegon and the proposed governance changes are an important step in our planned relocation to the US. We value Vereniging Aegon Americas as a continued investor of Aegon and welcome the creation of Aegon Fonds Nederland, which will continue and expand Vereniging Aegon’s longstanding charitable and social activities in the Netherlands,” Friese said.
Vereniging Aegon chairman Lodewijk Hijmans van den Bergh said the new foundation would safeguard the company’s Dutch legacy.
“The creation of Aegon Fonds Nederland preserves Aegon’s longstanding heritage in the Netherlands and ensures the continued development of social impact initiatives that support Dutch society. We are supportive of the new governance framework, which will allow Vereniging Aegon Americas to continue to remain a committed long-term shareholder of Aegon,” he said.
The proposed changes remain conditional on shareholder approval at an extraordinary general meeting scheduled for the fourth quarter of 2026. Aegon said it would engage shareholders, investor representative bodies and proxy advisers on the framework following its Annual General Meeting on June 10, 2026.
