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, 2019
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 405 of the Securities Act of 1933 or Rule 12b-2 of the Exchange Act. Emerging Growth Company ¨
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. ¨

Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Class A Ordinary Shares
GLRE
Nasdaq Global Select Market







Item 2.02 Results of Operations and Financial Condition
 
On May 6, 2019 , Greenlight Capital Re, Ltd. (the "Registrant") issued a press release announcing its financial results for the first quarter ended March 31, 2019 . 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 2019 Annual General Meeting of Shareholders on May 2, 2019. 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 2019 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 12, 2019.

(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 2020.
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
 
36,490,540

 
731,900

 
35,840

 
26,447,234

 
8,804,350

 

 

 

Simon Burton
 
36,504,300

 
718,141

 
35,840

 
26,447,234

 
8,804,350

 

 

 

David Einhorn
 
35,155,382

 
2,094,881

 
8,017

 
26,447,234

 
8,804,350

 

 

 

Leonard Goldberg
 
36,555,884

 
667,948

 
34,448

 
26,447,234

 
8,804,350

 

 

 

Ian Isaacs
 
32,433,005

 
4,791,105

 
34,170

 
26,447,234

 
8,804,350

 

 

 

Frank Lackner
 
31,754,874

 
5,467,009

 
36,397

 
26,447,234

 
8,804,350

 

 

 

Bryan Murphy
 
36,506,234

 
716,206

 
35,840

 
26,447,234

 
8,804,350

 

 

 

Joseph Platt
 
32,241,738

 
4,980,702

 
35,840

 
26,447,234

 
8,804,350

 

 

 

Hope Taitz
 
36,518,132

 
704,809

 
35,339

 
26,447,234

 
8,804,350

 

 

 











(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 2020.
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
 
36,889,322

 
240,143

 
128,815

 
26,447,234

 
8,804,350

 

 

 

Simon Burton
 
36,878,881

 
250,306

 
129,093

 
26,447,234

 
8,804,350

 

 

 

David Einhorn
 
35,555,481

 
1,603,060

 
99,739

 
26,447,234

 
8,804,350

 

 

 

Leonard Goldberg
 
36,952,147

 
178,153

 
127,980

 
26,447,234

 
8,804,350

 

 

 

Ian Isaacs
 
36,885,575

 
244,725

 
127,980

 
26,447,234

 
8,804,350

 

 

 

Frank Lackner
 
36,233,038

 
895,870

 
129,372

 
26,447,234

 
8,804,350

 

 

 

Bryan Murphy
 
36,880,815

 
248,093

 
129,372

 
26,447,234

 
8,804,350

 

 

 

Joseph Platt
 
36,861,970

 
266,939

 
129,372

 
26,447,234

 
8,804,350

 

 

 

Hope Taitz
 
36,782,690

 
346,218

 
129,372

 
26,447,234

 
8,804,350

 

 

 


(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 2020.
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
Michael Brady
 
36,880,105

 
245,588

 
132,587

 
26,447,234

 
8,804,350

 

 

 

Lesley Caslin
 
36,783,372

 
342,321

 
132,587

 
26,447,234

 
8,804,350

 

 

 

Tim Courtis
 
36,905,217

 
220,476

 
132,587

 
26,447,234

 
8,804,350

 

 

 

Bryan Murphy
 
36,880,384

 
245,309

 
132,587

 
26,447,234

 
8,804,350

 

 

 

Patrick O'Brien
 
36,880,105

 
245,588

 
132,587

 
26,447,234

 
8,804,350

 

 

 

Daniel Roitman
 
36,952,398

 
174,687

 
131,195

 
26,447,234

 
8,804,350

 

 

 


(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, 2019.
 
 
Class A
 
Class B
For
 
62,633,509

 
8,804,350

Against
 
815,369

 

Abstain
 
256,636

 

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, 2019.
 
 
Class A
 
Class B
For
 
62,629,926

 
8,804,350

Against
 
819,940

 

Abstain
 
255,648

 

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, 2019.
 
 
Class A
 
Class B
For
 
62,633,325

 
8,804,350

Against
 
816,110

 

Abstain
 
256,080

 

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
 
36,099,571

 
8,804,350

Against
 
944,997

 

Abstain
 
213,712

 

Broker non-votes
 
26,447,234

 



Item 9.01 Financial Statements and Exhibits
 
(d) Exhibits
 
99.1 Earnings press release, " GREENLIGHT RE ANNOUNCES FIRST QUARTER 2019 FINANCIAL RESULTS ", dated May 6, 2019 , 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 6, 2019



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