8-K





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
 
May 2, 2016
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))









Item 2.02 Results of Operations and Financial Condition
 
On May 2, 2016, Greenlight Capital Re, Ltd. (the "Registrant") issued a press release announcing its financial results for the first quarter March 31, 2016. 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 2016 Annual General Meeting of Shareholders on April 27, 2016. 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 2016 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 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 4, 2016.

(1) The following eight persons were elected Directors of the Registrant by shareholders to serve for the term expiring at the Annual General Meeting of Shareholders in 2017.
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
 
41,145,630

 
869,072

 
135,872

 
23,086,377

 
8,870,770

 

 

 

 
David Einhorn
 
40,818,310

 
1,255,789

 
76,475

 
23,086,377

 
8,870,770

 

 

 

 
Leonard Goldberg
 
40,229,155

 
1,841,507

 
79,913

 
23,086,377

 
8,870,770

 

 

 

 
Barton Hedges
 
41,251,313

 
819,348

 
79,913

 
23,086,377

 
8,870,770

 

 

 

 
Ian Isaacs
 
41,052,839

 
961,539

 
136,196

 
23,086,377

 
8,870,770

 

 

 

 
Frank Lackner
 
41,075,627

 
992,567

 
82,380

 
23,086,377

 
8,870,770

 

 

 

 
Bryan Murphy
 
41,260,732

 
808,833

 
81,009

 
23,086,377

 
8,870,770

 

 

 

 
Joseph Platt
 
41,113,264

 
956,300

 
81,009

 
23,086,377

 
8,870,770

 

 

 

 










(2) The following eight persons were elected Directors of Greenlight Reinsurance, Ltd. by shareholders to serve for the term expiring at the Annual General Meeting of Shareholders in 2017.
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
 
41,681,310

 
312,597

 
156,667

 
23,086,377

 
8,870,770

 

 

 

 
David Einhorn
 
41,674,758

 
322,586

 
153,230

 
23,086,377

 
8,870,770

 

 

 

 
Leonard Goldberg
 
41,674,350

 
319,283

 
156,941

 
23,086,377

 
8,870,770

 

 

 

 
Barton Hedges
 
41,667,453

 
326,180

 
156,941

 
23,086,377

 
8,870,770

 

 

 

 
Ian Isaacs
 
41,604,273

 
389,113

 
157,188

 
23,086,377

 
8,870,770

 

 

 

 
Frank Lackner
 
41,613,705

 
378,557

 
158,312

 
23,086,377

 
8,870,770

 

 

 

 
Bryan Murphy
 
41,679,199

 
314,434

 
156,941

 
23,086,377

 
8,870,770

 

 

 

 
Joseph Platt
 
41,668,374

 
326,081

 
156,119

 
23,086,377

 
8,870,770

 

 

 

 

(3) The following four 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 2017.
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
 
Philip Harkin
 
41,813,366

 
177,800

 
159,409

 
23,086,377

 
8,870,770

 

 

 

 
Barton Hedges
 
41,801,927

 
189,239

 
159,409

 
23,086,377

 
8,870,770

 

 

 

 
Frank Lackner
 
41,744,906

 
244,889

 
160,779

 
23,086,377

 
8,870,770

 

 

 

 
Brendan Tuohy
 
41,812,204

 
178,962

 
159,409

 
23,086,377

 
8,870,770

 

 

 

 

(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, 2016.
 
 
Class A
 
Class B
 
For
 
64,774,375

 
8,870,770

 
Against
 
393,571

 

 
Abstain
 
69,005

 

 
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, 2016.
 
 
Class A
 
Class B
 
For
 
64,773,040

 
8,870,770

 
Against
 
399,009

 

 
Abstain
 
64,902

 

 
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, 2016.
 
 
Class A
 
Class B
 
For
 
64,764,693

 
8,870,770

 
Against
 
399,146

 

 
Abstain
 
73,112

 

 
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
 
37,792,497

 
8,870,770

 
Against
 
2,091,609

 

 
Abstain
 
2,266,468

 

 
Broker non-votes
 
23,086,377

 

 



Item 9.01 Financial Statements and Exhibits
 
(d) Exhibits
 
99.1 Earnings press release, "GREENLIGHT RE ANNOUNCES FIRST QUARTER 2016 FINANCIAL RESULTS", dated May 2, 2016, 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:
May 2, 2016