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): November 3, 2021
Enstar Group Limited
(Exact name of registrant as specified in its charter)
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| Bermuda | | 001-33289 | | N/A |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
P.O. Box HM 2267, Windsor Place 3rd Floor
22 Queen Street, Hamilton HM JX Bermuda N/A
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (441) 292-3645
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):
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered |
| Ordinary shares, par value $1.00 per share | ESGR | The NASDAQ Stock Market | LLC |
| Depositary Shares, Each Representing a 1/1,000th Interest in a 7.00% Fixed-to-Floating Rate | ESGRP | The NASDAQ Stock Market | LLC |
| Perpetual Non-Cumulative Preferred Share, Series D, Par Value $1.00 Per Share | | | |
| Depositary Shares, Each Representing a 1/1,000th Interest | ESGRO | The NASDAQ Stock Market | LLC |
| in a 7.00% Perpetual Non-Cumulative Preferred Share, Series E, Par Value $1.00 Per Share | | | |
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 13(a) of the Exchange Act. ☐
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 3, 2021, upon recommendation from its Compensation Committee, the Board of Directors of Enstar Group Limited (the "Company") approved the Enstar Group Limited 2022-2024 Annual Incentive Compensation Program (the "Annual Incentive Program"), which provides for the annual grant of bonus compensation in cash to the Company's officers and employees, including its senior executive officers. This plan replaces the 2019-2021 Annual Incentive Compensation Program that will expire at the end of this year.
The Compensation Committee will administer the Annual Incentive Program. The amount available for bonus awards for eligible staff each calendar year under the Annual Incentive Program will be by the Compensation Committee no later than 60 days after the Company's year-end, taking into consideration quantitative and qualitative Company performance during the year, human capital management, compensation structure, talent retention, and such other factors as the Compensation Committee may determine in its sole discretion.
The foregoing summary of the Annual Incentive Program does not purport to be complete and is qualified in its entirety by reference to the Annual Incentive Program, a copy of which is filed as Exhibit 10.1 hereto and is incorporated by reference herein. Item 9.01. Financial Statements and Exhibits
Exhibits
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Exhibit
No. | | Description |
| | Enstar Group Limited 2022-2024 Annual Incentive Compensation Program. |
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| 101 | | Pursuant to Rule 406 of Regulation S-T, the cover page information in formatted in Inline XBRL. |
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| 104 | | Cover page Interactive Data File (embedded within the Inline XBRL document). |
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.
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| | ENSTAR GROUP LIMITED |
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| November 9, 2021 | | By: | /s/ Audrey B. Taranto |
| | | Audrey B. Taranto |
| | | General Counsel |
