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 8, 2005
RENAISSANCERE HOLDINGS LTD.
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(Exact name of registrant as specified in its charter)
BERMUDA 34-0-26512 98-014-1974
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
Renaissance House
8-20 East Broadway, Pembroke
Bermuda HM 19
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (441) 295-4513
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NOT APPLICABLE
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(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:
[ ] 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))
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On March 8, 2005, the Compensation and Corporate Goverance Committee (the
"Compensation Committee") of the Board of Directors of RenaissanceRe Holdings
Ltd. (the "Company") determined the criteria to be used in establishing awards
to be made under the Company's 2001 Stock Incentive Plan, for 2005. The
Committee also took the following actions with respect to the compensation of
the Company's executive officers:
2005
2005 2005 RESTRICTED LTIP
SALARY(1) BONUS(2) 2005 OPTION STOCK PAYOUT(3)
NAME AND PRINCIPAL POSITION ($) ($) GRANT (#) GRANT ($) ($)
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JAMES N. STANARD 0 0 0 0 0
Chairman and Chief Executive
Officer
WILLIAM I. RIKER 0 0 0 0 176,206
President, & Chief Executive Officer,
Glencoe Group
JOHN M. LUMMIS 316,108 1,700,000 0 0 121,801
Executive Vice President, Chief
Operating Officer and Chief Financial
Officer
JOHN D. NICHOLS 100,000 0 0 0 87,155
Executive Vice President
KEVIN J. O'DONNELL 250,369 220,646 0 0 79,983
Senior Vice President, Catastrophe
Reinsurance
MICHAEL W. CASH 231,111 220,646 0 0 54,892
Senior Vice President, Specialty
Reinsurance
(1) New base salary amounts that take effect on April 1, 2005.
(2) The 2005 bonus for John M. Lummis is being made pursuant to the established
terms of his employment agreement. The 2005 bonuses for Kevin J. O'Donnell and
Michael W. Cash represent formulaically derived "target" amounts modified in
accordance with the criteria referenced above in light of 2004 operating
performance.
(3) As the Company's Long Term Incentive Bonus Program for plan cycles beginning
in 2003 has been eliminated, these payments reflect payments made with respect
to the plan cycles that began before 2003. Under the program, bonuses are paid
over a four-year period if the Company achieves pre-established performance
targets within the four-year performance cycle.
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Compensation for all named officers was replaced or reduced in light of the
special grant of "premium" stock options under the RenaissanceRe Holdings Ltd.
2004 Stock Option Incentive Plan, as previously disclosed in the Company's
Current Report on Form 8-K, filed with the Securities and Exchange Commission on
September 2, 2004.
On March 8 and 9, 2005, the Compensation Committee undertook its regular annual
review of the compensation of non-employee directors. As part of this review,
the Compensation Committee approved the following compensation arrangements for
its
non-employee directors, effective March 9, 2005. Each non-employee director will
receive:
a) a 2005 annual retainer of $40,000 cash;
b) a 2005 per meeting fee of $3,000 cash; and
c) a grant of shares of RenaissanceRe Holdings Ltd. restricted stock having, at
the time of grant, an aggregate fair market value of $100,000, vesting ratably
over a three year period.
The restricted stock grants to non-employee directors are made pursuant to the
Amended and Restated RenaissanceRe Holdings Ltd. Non-Employee Director Stock
Plan and the form of grant agreement which is attached as Exhibit 10.1 to this
Current Report on Form 8-K.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
Exhibit # Description
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10.1 Form of Grant Agreement for Directors
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
RENAISSANCERE HOLDINGS LTD.
Date: March 14, 2005 By: /s/ Stephen H. Weinstein
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Name: Stephen H. Weinstein
Title: General Counsel &
Corporate Secretary
INDEX TO EXHIBITS
Exhibit No. Description
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10.1 Form of Grant Agreement for Directors
