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): March 1, 2022 (February 24, 2022)
SIRIUSPOINT LTD.
(Exact name of registrant as specified in its charter)
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| Bermuda | | 001-36052 | | 98-1599372 |
(State or other jurisdiction
of incorporation) | | (Commission
File Number) | | (I.R.S. Employer
Identification No.) |
Point Building
3 Waterloo Lane
Pembroke HM 08 Bermuda
(Address of principal executive offices and Zip Code)
Registrant’s telephone number, including area code: +1 441 542-3300
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:
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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 |
| Common Shares, $0.10 par value | SPNT | New York Stock Exchange |
8.00% Resettable Fixed Rate Preference Shares,
Series B, $0.10 par value,
$25.00 liquidation preference per share | SPNT PB | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Exchange Act of 1934 (17 CFR 240.12b-2).
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.
☐
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On February 24, 2022, Jason Robart was appointed to the board of directors (the “Board”) of SiriusPoint Ltd. (“SiriusPoint”), effective March 1, 2022.
Following Mr. Robart’s appointment, SiriusPoint has a total of 10 directors, divided among three classes, with Mr. Robart serving as a Class II director with a term expiring at the annual meeting of stockholders in 2024. The Board has determined that Mr. Robart qualifies as an independent director for purposes of the rules of the New York Stock Exchange as well as applicable rules and regulations adopted by the Securities and Exchange Commission and will serve on the Audit, Compensation and Investment Committees of the Board, effective March 1, 2022.
Mr. Robart will receive the same compensation as SiriusPoint’s other non-employee directors, which is summarized in SiriusPoint’s proxy statement for the annual meeting of stockholders held on May 19, 2021, which was filed with the Securities and Exchange Commission on April 19, 2021.
On March 1, 2022, SiriusPoint issued a press release announcing Mr. Robart's appointment. A copy of the press release is attached hereto as Exhibit 99.1.
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| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
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| Exhibit No. | | Description |
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| 99.1 | | |
| 101 | | Pursuant to Rule 406 of Regulation S-T, the cover page information in formatted in Inline XBRL |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document and included in Exhibit 101) |
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.
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| Date: March 1, 2022 | | /s/ Rachael M. Dugan |
| | Name: | Rachael M. Dugan |
| | Title: | Chief Legal Counsel |
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