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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
 
April 25, 2018
Date of report (Date of earliest event reported) 

GREENLIGHT CAPITAL RE, LTD.
(Exact name of registrant as specified in charter)
 
 
 
 
Cayman Islands
(State or other jurisdiction of incorporation)
001-33493
(Commission file number)
N/A
(IRS employer identification no.)
 
 
 
65 Market Street, Suite 1207,
Jasmine Court, Camana Bay,
P.O. Box 31110
Grand Cayman, Cayman Islands
(Address of principal executive offices)
 
KY1-1205
(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):
 
o
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act. ¨
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 2.02 Results of Operations and Financial Condition
 
On April 30, 2018, Greenlight Capital Re, Ltd. (the "Registrant") issued a press release announcing its financial results for the first quarter March 31, 2018. A copy of the press release is attached hereto as Exhibit 99.1 to this Form 8-K and incorporated herein by reference.
 
In accordance with general instruction B.2 to Form 8-K, the information set forth in this Item 2.02 (including Exhibit 99.1) shall be deemed “furnished” and not “filed” with the Securities and Exchange Commission for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, (the "Exchange Act"), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. 


Item 5.07 Submission of Matters to a Vote of Security Holders

The Registrant held its 2018 Annual General Meeting of Shareholders on April 25, 2018. 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 2018 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 March 8, 2018.

(1) The following nine persons were elected Directors of the Registrant by shareholders to serve for the term expiring at the Annual General Meeting of Shareholders in 2019.
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
Alan Brooks
 
40,598,931

 
1,095,366

 
127,149

 
16,024,354

 
8,896,722

 

 

 

Simon Burton
 
40,632,257

 
1,062,039

 
127,149

 
16,024,354

 
8,896,722

 

 

 

David Einhorn
 
40,270,269

 
1,426,112

 
125,064

 
16,024,354

 
8,896,722

 

 

 

Leonard Goldberg
 
40,304,475

 
1,389,821

 
127,149

 
16,024,354

 
8,896,722

 

 

 

Ian Isaacs
 
40,145,496

 
1,548,800

 
127,149

 
16,024,354

 
8,896,722

 

 

 

Frank Lackner
 
39,617,880

 
2,071,258

 
132,307

 
16,024,354

 
8,896,722

 

 

 

Bryan Murphy
 
40,526,365

 
1,161,677

 
133,403

 
16,024,354

 
8,896,722

 

 

 

Joseph Platt
 
40,362,048

 
1,332,248

 
127,149

 
16,024,354

 
8,896,722

 

 

 

Hope Taitz
 
40,633,914

 
1,058,377

 
129,155

 
16,024,354

 
8,896,722

 

 

 











(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 2019.
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
Alan Brooks
 
41,043,371

 
559,915

 
218,160

 
16,024,354

 
8,896,722

 

 

 

Simon Burton
 
41,024,481

 
578,804

 
218,160

 
16,024,354

 
8,896,722

 

 

 

David Einhorn
 
40,683,402

 
919,775

 
218,269

 
16,024,354

 
8,896,722

 

 

 

Leonard Goldberg
 
40,719,941

 
883,620

 
217,884

 
16,024,354

 
8,896,722

 

 

 

Ian Isaacs
 
40,669,878

 
933,683

 
217,884

 
16,024,354

 
8,896,722

 

 

 

Frank Lackner
 
40,188,670

 
1,412,474

 
220,302

 
16,024,354

 
8,896,722

 

 

 

Bryan Murphy
 
41,024,162

 
579,123

 
218,160

 
16,024,354

 
8,896,722

 

 

 

Joseph Platt
 
40,991,637

 
615,213

 
214,595

 
16,024,354

 
8,896,722

 

 

 

Hope Taitz
 
41,022,718

 
581,303

 
217,424

 
16,024,354

 
8,896,722

 

 

 


(3) The following five 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 2019.
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
Tim Courtis
 
41,043,643

 
563,207

 
214,595

 
16,024,354

 
8,896,722

 

 

 

Philip Harkin
 
41,043,504

 
563,346

 
214,595

 
16,024,354

 
8,896,722

 

 

 

Frank Lackner
 
40,237,493

 
1,364,199

 
219,754

 
16,024,354

 
8,896,722

 

 

 

Patrick O'Brien
 
41,043,202

 
563,648

 
214,595

 
16,024,354

 
8,896,722

 

 

 

Brendan Tuohy
 
41,043,643

 
562,109

 
215,694

 
16,024,354

 
8,896,722

 

 

 


(4) The shareholders ratified the appointment of BDO USA, LLP to serve as the independent auditors of the Registrant for the fiscal year ending December 31, 2018.
 
 
Class A
 
Class B
For
 
57,470,666

 
8,896,722

Against
 
252,303

 

Abstain
 
122,830

 

Broker non-votes
 

 


(5) The shareholders ratified the appointment of BDO Cayman Ltd. to serve as the independent auditors of Greenlight Reinsurance, Ltd. for the fiscal year ending December 31, 2018.
 
 
Class A
 
Class B
For
 
57,462,617

 
8,896,722

Against
 
241,799

 

Abstain
 
141,384

 

Broker non-votes
 

 







(6) The shareholders ratified the appointment of BDO, Registered Auditors in Ireland, to serve as the independent auditors of Greenlight Reinsurance Ireland, Designated Activity Company for the fiscal year ending December 31, 2018.
 
 
Class A
 
Class B
For
 
57,479,228

 
8,896,722

Against
 
241,477

 

Abstain
 
125,094

 

Broker non-votes
 

 


(7) The shareholders approved 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
 
39,966,815

 
8,896,722

Against
 
1,320,627

 

Abstain
 
534,004

 

Broker non-votes
 
16,024,354

 



Item 9.01 Financial Statements and Exhibits
 
(d) Exhibits
 
99.1 Earnings press release, "GREENLIGHT RE ANNOUNCES FIRST QUARTER 2018 FINANCIAL RESULTS", dated April 30, 2018, issued by the Registrant.









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, thereunto duly authorized.

 
 
GREENLIGHT CAPITAL RE, LTD.
 
(Registrant)
 
 
 
 
By:
/s/ Tim Courtis              
 
Name:
Tim Courtis
 
Title:
Chief Financial Officer
 
Date:
April 30, 2018