UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): December 18, 2015
PartnerRe Ltd.
(Exact Name of Registrant as Specified in Its Charter)
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| | Bermuda | |
| | (State or Other Jurisdiction of Incorporation or Organization) | |
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| 001-14536 | | Not Applicable |
| (Commission File Number) | | (IRS Employer Identification No.) |
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| Wellesley House, 90 Pitts Bay Road, Pembroke, Bermuda | | HM 08 |
| (Address of Principal Executive Offices) | | (Zip Code) |
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Registrant’s telephone number, including area code: (441) 292-0888 |
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 CFR240.14a-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)) |
Explanatory Note
PartnerRe Ltd. (the “Company”) hereby amends its Current Report on Form 8-K filed on December 18, 2015 in this Current Report on Form 8-K/A to correct certain statements in Item 5.07 relating to Proposal 1. No other changes have been made to the Current Report on Form 8-K filed on December 18, 2015.
Item 5.07 Submission of Matters to a Vote of Security Holders
The Annual General Meeting of shareholders of the Company was held on December 18, 2015. The following matters were submitted to a vote of the shareholders as more particularly described within the Company’s definitive proxy statement dated November 6, 2015:
Proposal 1 - To elect four (4) directors to hold office until the 2018 Annual General Meeting or until their respective successors have been duly elected
The shareholders elected the Class I Directors Jan H. Holsboer, Roberto Mendoza, Kevin Twomey and David Zwiener to hold office until the 2018 Annual General Meeting of shareholders or until their successors are elected or appointed. The voting results were as follows:
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| | For | Withheld | Broker Non-Votes | |
| Jan H. Holsboer | 29,863,528 | 2,279,932 | 5,360,318 | |
| Roberto Mendoza | 30,018,122 | 2,125,338 | 5,360,318 | |
| Kevin Twomey | 30,082,122 | 2,061,338 | 5,360,318 | |
| David Zwiener | 30,132,095 | 2,011,365 | 5,360,318 | |
Proposal 2 - To ratify the appointment by our Audit Committee of Deloitte Ltd., as our independent auditors, to serve until the 2016 Annual General Meeting, and to refer decisions about the auditors’ compensation to the Board of Directors
The shareholders ratified the appointment by our Audit Committee of Deloitte Ltd. as our independent auditors, to serve until the 2016 Annual General Meeting of shareholders, and to defer decisions about the auditors’ compensation to the Board of Directors. The voting results were as follows:
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| | For | Against | Abstain | |
| | 37,155,907 | 109,570 | 238,301 | |
Proposal 3 - To approve the Executive Compensation disclosed pursuant to Item 402 of Regulation S-K (non-binding advisory vote)
The shareholders approved the Executive Compensation disclosed pursuant to Item 402 of Regulation S-K (non-binding advisory vote). The voting results were as follows:
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| | For | Against | Abstain | Broker Non-Votes |
| | 28,596,525 | 3,317,100 | 229,835 | 5,360,318 |
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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| | | PartnerRe Ltd. (Registrant) |
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| Date: | December 21, 2015 | | By: | /s/ Marc Wetherhill |
| | | | | Name: | Marc Wetherhill |
| | | | | Title: | Chief Legal Counsel |
