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
July 26, 2022
Date of report (Date of earliest event reported)
GREENLIGHT CAPITAL RE, LTD.
(Exact name of registrant as specified in charter)
| | | | | | | | |
| Cayman Islands | 001-33493 | N/A |
(State or other jurisdiction of incorporation) |
(Commission file number) |
(IRS employer identification no.) |
| 65 Market Street | | |
| Suite 1207, Jasmine Court | | |
| P.O. Box 31110 | | |
| Camana Bay | | |
| Grand Cayman | | |
| Cayman Islands | | KY1-1205 |
| (Address of principal executive offices) | | (Zip code) |
(345) 943-4573
(Registrant’s telephone number, including area code)
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)) |
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | |
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Class A Ordinary Shares | GLRE | Nasdaq Global Select Market |
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 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 5.07 Submission of Matters to a Vote of Security Holders
The Registrant held its 2022 Annual General Meeting of Shareholders on July 26, 2022. Pursuant to the Registrant’s Third Amended and Restated Articles of Association (the "Articles of Association"), each Class A ordinary share is entitled to one vote per share and each Class B ordinary share is entitled to ten votes per share; provided, however, that the total voting power of the issued and outstanding Class B ordinary shares shall not exceed 9.5% of the total voting power of all issued and outstanding ordinary shares. Since, on the record date of the 2022 Annual Meeting of Shareholders, the total voting power of the issued and outstanding Class B ordinary shares exceeded 9.5% of the total voting power, the voting power of the Class B ordinary shares was reduced with the excess being allocated to the Class A ordinary shares in accordance with Article 53 of the Articles of Association. In addition, the Articles of Association provide that no holder of Class A ordinary shares shall be permitted to acquire an amount of shares which would cause any person to own 9.9% or more of the total voting power of the issued and outstanding ordinary shares. Therefore, the excess voting power from the Class B ordinary shares allocated to the Class A ordinary shares and the Class A ordinary shares allocated to other Class A ordinary shares were restricted to 9.9% for each holder of Class A ordinary shares with the excess, if any, being allocated to the other holders of Class A ordinary shares in accordance with Article 54 of the Articles of Association.
The following tables summarize the final voting results after adjustment of the voting power. For more information on the following proposals, see the Registrant's Proxy Statement dated April 28, 2022 (the "Proxy Statement").
(1) The following nine persons were nominees for Directors of the Registrant by shareholders to serve for the term expiring at the Annual General Meeting of Shareholders in 2023.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Director | | Class A For | | Class A Against | | Class A Abstain | | Class A broker non-votes | | Class B For | | Class B Against | | Class B Abstain | | Class B broker non-votes |
| Simon Burton | | 35,230,303 | | | 5,860,190 | | | 808,341 | | | 19,316,071 | | | 8,646,298 | | | — | | | — | | | — | |
| David Einhorn | | 36,232,122 | | | 5,219,837 | | | 446,875 | | | 19,316,071 | | | 8,646,298 | | | — | | | — | | | — | |
| Johnny Ferrari | | 35,780,282 | | | 4,735,575 | | | 1,382,978 | | | 19,316,071 | | | 8,646,298 | | | — | | | — | | | — | |
| Ursuline Foley | | 35,863,206 | | | 4,675,538 | | | 1,360,090 | | | 19,316,071 | | | 8,646,298 | | | — | | | — | | | — | |
| Leonard Goldberg | | 35,193,935 | | | 6,232,793 | | | 472,106 | | | 19,316,071 | | | 8,646,298 | | | — | | | — | | | — | |
| Victoria Guest | | 35,394,158 | | | 5,120,512 | | | 1,384,164 | | | 19,316,071 | | | 8,646,298 | | | — | | | — | | | — | |
| Ian Isaacs | | 35,391,866 | | | 5,961,425 | | | 545,543 | | | 19,316,071 | | | 8,646,298 | | | — | | | — | | | — | |
| Bryan Murphy | | 33,652,198 | | | 7,758,095 | | | 488,541 | | | 19,316,071 | | | 8,646,298 | | | — | | | — | | | — | |
| Joseph Platt | | 35,690,323 | | | 5,707,180 | | | 501,331 | | | 19,316,071 | | | 8,646,298 | | | — | | | — | | | — | |
Each of Simon Burton, David Einhorn, Johnny Ferrari, Ursuline Foley, Leonard Goldberg, Victoria Guest, Ian Isaacs, Bryan Murphy and Joseph Platt received the affirmative vote of the majority of the Class A and Class B ordinary shares present in person or by proxy at the 2022 Annual General Meeting of Shareholders and were elected as directors of the Registrant.
(2) The following nine persons were elected Directors of Greenlight Reinsurance, Ltd. by shareholders to serve for the term expiring at the Annual General Meeting of Shareholders in 2023.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Director | | Class A For | | Class A Against | | Class A Abstain | | Class A broker non-votes | | Class B For | | Class B Against | | Class B Abstain | | Class B broker non-votes |
| Simon Burton | | 35,501,197 | | | 5,589,586 | | | 808,051 | | | 19,316,071 | | | 8,646,298 | | | — | | | — | | | — | |
| David Einhorn | | 36,598,764 | | | 4,854,642 | | | 445,428 | | | 19,316,071 | | | 8,646,298 | | | — | | | — | | | — | |
| Johnny Ferrari | | 35,809,943 | | | 4,705,914 | | | 1,382,978 | | | 19,316,071 | | | 8,646,298 | | | — | | | — | | | — | |
| Ursuline Foley | | 35,894,893 | | | 4,645,298 | | | 1,358,643 | | | 19,316,071 | | | 8,646,298 | | | — | | | — | | | — | |
| Leonard Goldberg | | 35,476,486 | | | 5,950,241 | | | 472,106 | | | 19,316,071 | | | 8,646,298 | | | — | | | — | | | — | |
| Victoria Guest | | 35,818,345 | | | 4,696,325 | | | 1,384,164 | | | 19,316,071 | | | 8,646,298 | | | — | | | — | | | — | |
| Ian Isaacs | | 35,680,257 | | | 5,673,034 | | | 545,543 | | | 19,316,071 | | | 8,646,298 | | | — | | | — | | | — | |
| Bryan Murphy | | 35,120,666 | | | 6,302,069 | | | 476,099 | | | 19,316,071 | | | 8,646,298 | | | — | | | — | | | — | |
| Joseph Platt | | 35,707,644 | | | 5,689,860 | | | 501,331 | | | 19,316,071 | | | 8,646,298 | | | — | | | — | | | — | |
(3) The following six persons were elected Directors of Greenlight Reinsurance Ireland, Designated Activity Company, by shareholders to serve for the term expiring at the Annual General Meeting of Shareholders in 2023.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Director | | Class A For | | Class A Against | | Class A Abstain | | Class A broker non-votes | | Class B For | | Class B Against | | Class B Abstain | | Class B broker non-votes |
| Michael Brady | | 36,755,735 | | | 4,645,877 | | | 497,222 | | | 19,316,071 | | | 8,646,298 | | | — | | | — | | | — | |
| Lesley Caslin | | 36,738,577 | | | 4,645,298 | | | 514,959 | | | 19,316,071 | | | 8,646,298 | | | — | | | — | | | — | |
| Neil Greenspan | | 36,612,175 | | | 4,798,117 | | | 488,541 | | | 19,316,071 | | | 8,646,298 | | | — | | | — | | | — | |
| Bryan Murphy | | 35,108,803 | | | 6,301,490 | | | 488,541 | | | 19,316,071 | | | 8,646,298 | | | — | | | — | | | — | |
| Patrick O'Brien | | 36,740,053 | | | 4,645,009 | | | 513,773 | | | 19,316,071 | | | 8,646,298 | | | — | | | — | | | — | |
| Daniel Roitman | | 36,768,409 | | | 4,645,877 | | | 484,548 | | | 19,316,071 | | | 8,646,298 | | | — | | | — | | | — | |
(4) The shareholders ratified the appointment of Deloitte Ltd. to serve as the independent auditors of the Registrant for the fiscal year ending December 31, 2022.
| | | | | | | | | | | | | | |
| | Class A | | Class B |
| For | | 75,228,796 | | | 8,646,298 | |
| Against | | 39,270 | | | — | |
| Abstain | | 206,091 | | | — | |
| Broker non-votes | | — | | | — | |
(5) The shareholders ratified the appointment of Deloitte & Touche LLP to serve as the independent auditors of Greenlight Reinsurance, Ltd. for the fiscal year ending December 31, 2022.
| | | | | | | | | | | | | | |
| | Class A | | Class B |
| For | | 60,970,122 | | | 8,646,298 | |
| Against | | 37,824 | | | — | |
| Abstain | | 206,959 | | | — | |
| Broker non-votes | | — | | | — | |
(6) The shareholders ratified the appointment of Deloitte Ireland LLP to serve as the independent auditors of Greenlight Reinsurance Ireland, Designated Activity Company, for the fiscal year ending December 31, 2022.
| | | | | | | | | | | | | | |
| | Class A | | Class B |
| For | | 60,967,229 | | | 8,646,298 | |
| Against | | 40,717 | | | — | |
| Abstain | | 206,959 | | | — | |
| Broker non-votes | | — | | | — | |
(7) The shareholders cast the following non-binding vote on the compensation of the Registrant's executive officers pursuant to the compensation disclosure rules of the Securities and Exchange Commission, or "say-on-pay" votes.
| | | | | | | | | | | | | | |
| | Class A | | Class B |
| For | | 34,543,127 | | | 8,646,298 | |
| Against | | 6,292,376 | | | — | |
| Abstain | | 1,063,332 | | | — | |
| Broker non-votes | | 19,316,071 | | | — | |
The “say-on-pay” proposal received the affirmative vote of the majority of the Class A and Class B ordinary shares present in person or by proxy.
SIGNATURE
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.
| | | | | | | | |
| | GREENLIGHT CAPITAL RE, LTD. |
| | (Registrant) |
| | | |
| | By: | /s/ Neil Greenspan |
| | Name: | Neil Greenspan |
| | Title: | Chief Financial Officer |
| | Date: | July 29, 2022 |
