Endurance Specialty (ENH) 8-K Submission of Matters to a Vote of Security Holders

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 13, 2010

Endurance Specialty Holdings Ltd.
(Exact name of registrant as specified in its charter)

Bermuda	1-31599	98-032908
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Wellesley House, 90 Pitts Bay Road, Pembroke HM 08, Bermuda
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code:(441) 278-0440

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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

1

Item 5.07. Submission of Matters to a Vote of Security Holders.

The 2010 Annual General Meeting of Shareholders of Endurance Specialty Holdings Ltd. (the “Company”) was held on May 13, 2010. Proxies with regard to the matters voted upon at the Annual General Meeting were solicited under Regulation 14A of the Securities Exchange Act of 1934, as amended. Set forth below is a brief description of each matter voted upon at the Annual General Meeting and the results of voting on each such matter after giving effect to the voting limitations set forth in the Company’s Amended and Restated Bye-Laws.

Proposal No. 1 — Election of Directors

The election of three Class II directors and two Class I directors to the Board of Directors of Endurance Specialty Holdings Ltd.

Name	Votes For		Votes Withheld		Broker Non-Votes
John T. Baily		44,149,578		629,758		2,976,370
Norman Barham		44,087,729		691,606		2,976,370
Galen R. Barnes		43,939,856		839,480		2,976,370
David S. Cash		44,093,614		685,722		2,976,370
William M. Jewett		43,943,741		835,595		2,976,370

The election of a slate of director designees to the Board of Directors of Endurance Specialty Insurance Ltd.

Name	Votes For		Votes Withheld		Broker Non-Votes
Steven W. Carlsen		43,647,114		1,132,222		2,976,370
David S. Cash		43,796,160		983,176		2,976,370
William M. Jewett		43,646,098		1,133,238		2,976,370

The election of a slate of director designees to the Board of Directors of Endurance Worldwide Holdings Limited.

Name	Votes For		Votes Withheld		Broker Non-Votes
Alan Barlow		43,793,905		985,431		2,976,370
William H. Bolinder		44,183,847		595,488		2,976,370
Steven W. Carlsen		43,731,077		1,048,259		2,976,370
David S. Cash		43,796,133		983,203		2,976,370
Simon Minshall		43,796,942		982,394		2,976,370
Brendan R. O’Neill		44,185,438		593,898		2,976,370

2

The election of a slate of director designees to the Board of Directors of Endurance Worldwide Insurance Limited.

Name	Votes For		Votes Withheld		Broker Non-Votes
Alan Barlow		43,793,144		986,192		2,976,370
William H. Bolinder		44,186,076		593,259		2,976,370
Steven W. Carlsen		43,562,300		1,217,036		2,976,370
David S. Cash		43,796,808		982,528		2,976,370
Simon Minshall		43,797,494		981,841		2,976,370
Brendan R. O’Neill		44,177,481		601,855		2,976,370

Proposal No. 2 — The appointment of Ernst & Young as the Company’s independent registered public accounting firm for the year ending December 31, 2010 and the authorization of the Board of Directors, acting through the Audit Committee, to set the fees for the independent auditors.

Votes For	Votes Against	Abstentions	Broker Non-Votes
47,692,073	57,737	5,896	0

Proposal No. 3 — The amendment of the Company’s 2007 Equity Incentive Plan.

Votes For	Votes Against	Abstentions	Broker Non-Votes
38,713,828	5,714,530	350,977	2,976,370

3

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 thereunto duly authorized.

Dated: May 17, 2010

By:	/s/ John V. Del Col
	Name:	John V. Del Col
	Title:	General Counsel & Secretary

4