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 17, 2017
Everest Re Group, Ltd.
(Exact name of registrant as specified in its charter)
| Bermuda | 1-15731 | 98-0365432 |
| (State or other jurisdiction | (Commission | (IRS Employer |
| of incorporation) | File Number) | Identification No.) |
Seon Place – 4th Floor 141 Front Street PO Box HM 845 Hamilton HM 19, Bermuda | Not Applicable | |
| (Address of principal executive offices) | (Zip Code) | |
Registrant's telephone number, including area code 441-295-0006
Not Applicable
(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 (see General Instruction A.2. below):
[ ] 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))
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 12(a) of the Exchange Act. _____
| ITEM 5.07 | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS |
| (a) | The Annual General Meeting of Shareholders of the registrant was held on May 17, 2017. |
| (b) | The shareholders elected Director nominees Dominic J. Addesso, John J. Amore, William F. Galtney, Jr., John A. Graf, Gerri Losquadro, Roger M. Singer, Joseph V. Taranto and John A. Weber; appointed PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the year ending December 31, 2017; approved, by non-binding advisory vote, 2016 compensation paid to the Company's Named Executive Officers and recommended, by non-binding advisory vote, that the frequency of future non-binding shareholder votes on executive compensation be every year. | |
| The votes cast with respect to each such matter are as follows: | ||
| Total Shares Represented at the Meeting in Person or Proxy | |||||||||||
| 45,970,940 | |||||||||||
| Against or | |||||||||||
| For | Withheld | Abstain | Non-votes | Uncast | |||||||
| Election of directors each to serve a one year period to expire at | |||||||||||
| the 2018 Annual General Meeting of Shareholders: | |||||||||||
| Dominic J. Addesso | 39,419,784 | 891,745 | 9,986 | 5,649,425 | - | ||||||
| John J. Amore | 39,438,401 | 873,521 | 9,593 | 5,649,425 | - | ||||||
| William F. Galtney, Jr. | 37,982,491 | 2,328,793 | 10,231 | 5,649,425 | - | ||||||
| John A. Graf | 39,835,811 | 460,784 | 24,920 | 5,649,425 | - | ||||||
| Gerri Losquadro | 39,835,721 | 460,883 | 24,911 | 5,649,425 | - | ||||||
| Roger M. Singer | 39,781,932 | 514,869 | 24,714 | 5,649,425 | - | ||||||
| Joseph V. Taranto | 38,361,242 | 1,950,590 | 9,683 | 5,649,425 | - | ||||||
| John A. Weber | 38,475,638 | 1,835,622 | 10,255 | 5,649,425 | - | ||||||
| Appointment of PricewaterhouseCoopers LLP as the Company's independent | |||||||||||
| registered public accounting firm for the year ending December 31, 2017 | 44,619,406 | 1,331,912 | 19,622 | - | - | ||||||
| Approval, by non-binding advisory vote, of 2016 compensation paid to the | |||||||||||
| Company's Named Executive Officers | 37,026,177 | 3,273,525 | 21,813 | 5,649,425 | - | ||||||
| One Year | Two Years | Three Years | Abstain | Non-votes | Uncast | ||||||
| Recommendation, by non-binding advisory vote, of the frequency of future | |||||||||||
| non-binding shareholder votes on executive compensation | 35,682,846 | 32,087 | 4,577,117 | 29,465 | 5,649,425 | - | |||||
| (c) | The vote results related to the frequency of future votes on executive compensation show that a majority of the votes cast were cast in favor of conducting the advisory vote on executive compensation on an annual basis. In light of this vote, and consistent with the Company's recommendation as described in its 2017 proxy statement, the Company's Board of Directors has determined to implement an annual advisory vote on compensation for the named executive officers, until the next advisory vote on frequency is held (which has be conducted at least every 6 years). |
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.
| EVEREST RE GROUP, LTD. | ||||
| By: | /S/ KEITH T. SHOEMAKER | |||
| Keith T. Shoemaker | ||||
Comptroller (Principal Accounting Officer) | ||||
Dated: May 22, 2017