- Additional Proxy Soliciting Materials (definitive) (DEFA14A)
March 12 2012 - 4:19PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registrant
S
Filed by a Party other than the Registrant
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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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XL GROUP
Public Limited Company
(Name of Registrant as Specified in Its Charter)
Not Applicable
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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£
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Fee paid previously with preliminary materials.
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£
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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C123456789
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ANNUAL GENERAL MEETING INFORMATION
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000004
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ENDORSEMENT_LINE ________________ SACKPACK ________________
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000000000.000000 ext 000000000.000000
ext
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000000000.000000
ext 000000000.000000
ext
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MR A SAMPLE
DESIGNATION (IF ANY)
ADD 1
ADD 2
ADD 3
ADD 4
ADD 5
ADD 6
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000000000.000000
ext 000000000.000000
ext
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Electronic Voting Instructions
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You can vote by
Internet or telephone!
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Available 24
hours a day, 7 days a week!
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Instead of mailing your proxy, you may choose one of the
two voting methods outlined below to vote your proxy.
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VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR.
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Proxies voted by the Internet or telephone must be
received by
5:00 p.m., Eastern Time, on April 26, 2012.
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Vote by
Internet
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Log on to the Internet and go to
http://proxy.georgeson.com/
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Follow the steps outlined on the secured website.
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Vote by
telephone
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Call toll free 1-877-456-7915 within the USA, US
territories & Canada any time on a touch tone telephone. There is
NO CHARGE
to
you for the call.
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Using a
black ink
pen, mark your
votes with an
X
as shown in this example. Please do not
write outside the designated areas.
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x
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Follow the instructions provided by the recorded message.
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Annual Meeting Proxy Card
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1234 5678 9012 345
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▼
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IF YOU HAVE NOT VOTED
VIA THE INTERNET
OR
TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN
THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.
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▼
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A
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Proposals The Board recommends a vote
FOR
all nominees and
FOR
Proposals 2 and 3.
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1.
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To elect the following Class II Directors to hold office
until 2015:
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+
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For
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Against
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Abstain
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For
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Against
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Abstain
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For
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Against
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Abstain
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01 - Ramani Ayer
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o
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o
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o
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02 - Dale R. Comey
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o
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o
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03 - Robert G. Glauber
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o
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o
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04 - Suzanne B. Labarge
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o
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o
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o
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For
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Against
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Abstain
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For
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Against
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Abstain
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2.
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To ratify the appointment of PricewaterhouseCoopers LLP to act as the independent registered public accounting firm of the
Company for the year ending December 31, 2012, and the authorization of the Audit Committee of the Board of Directors to fix the remuneration of PricewaterhouseCoopers LLP.
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o
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o
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o
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3.
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To provide a non-binding, advisory vote approving the
Companys executive compensation.
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o
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o
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o
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B
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Non-Voting Items
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Change of Address
Please print your new
address below.
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Comments
Please print your comments below.
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Meeting Attendance
Mark the box to the right if you plan to attend the Annual Meeting.
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o
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C
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Authorized Signatures This section must be completed for your vote to be counted. Date and Sign Below
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Please
sign exactly as name(s) appears hereon. Joint owners should each sign. When
signing as attorney, executor, administrator, corporate officer, trustee,
guardian, or custodian, please give full title.
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Date (mm/dd/yyyy) Please print date below.
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Signature 1 Please keep signature within the box.
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Signature 2 Please keep signature within the box.
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/
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C 1234567890 J N T
1 U P X
1 3 0 7 6 3 1
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MR A SAMPLE (THIS AREA IS SET UP TO ACCOMMODATE
140 CHARACTERS) MR A SAMPLE AND
MR A SAMPLE AND
MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND
MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND
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01EYTD
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▼
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IF YOU HAVE NOT VOTED
VIA THE INTERNET
OR
TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION
IN THE ENCLOSED ENVELOPE.
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▼
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Proxy XL Group plc
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Notice of 2012 Annual General Meeting of Shareholders
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Proxy Solicited by Board of Directors for Annual General Meeting April 27, 2012
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Michael S. McGavick and Kirstin Gould, or any of them, each with the power of substitution, are hereby authorized to represent and
vote the ordinary shares of the undersigned, with all the powers which the undersigned would possess if personally present, at the
Annual General Meeting of Ordinary Shareholders of XL Group plc to be held on April 27, 2012 at The Westbury Hotel, Grafton Street,
Dublin 2, Ireland, at 8:30 a.m. local time or at any postponement or adjournment thereof.
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Shares represented by this proxy will be voted as directed by the shareholder.
If no such directions are indicated, the Proxies will
have authority to vote FOR all nominees and FOR Proposals 2 and 3. This proxy will revoke any previously executed proxy granted with
respect to the 2012 Annual General Meeting.
In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting.
(Items to be voted appear on reverse side.)
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ANNUAL GENERAL MEETING INFORMATION
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000004
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ENDORSEMENT_LINE______________ SACKPACK____________
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MR A SAMPLE
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DESIGNATION (IF ANY)
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ADD 1
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ADD 2
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ADD 3
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ADD 4
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ADD 5
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ADD 6
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C 1234567890
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Shareholder Meeting Notice
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1234 5678 9012 345
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*** Exercise Your Right to Vote ***
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Important Notice Regarding the Availability of Proxy Materials for the
XL Group plc Annual General Meeting of Shareholders to be Held
on April 27, 2012
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Under Securities and Exchange Commission rules, you
are receiving this notice that the proxy materials for the Annual General
Meeting are available on the Internet. Follow the instructions below to view the
materials and vote online or request a copy. The items to be voted on and
location of the Annual General Meeting are on the reverse side. Your vote is
important!
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This communication presents only an overview of
the more complete proxy materials that are available to you on the Internet. We
encourage you to access and review all of the important information contained in
the proxy materials before voting. The Proxy Statement, form of proxy and Form
10-K for the fiscal year ended December 31, 2011 to shareholders are available
at:
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www.envisionreports.com/XL
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Easy Online Access A Convenient Way to View Proxy Materials and Vote
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When you go online to view materials, you can also vote your shares. You must use the number in the shaded box above when voting.
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Step
1:
Go to
www.envisionreports.com/XL
to view the materials
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Step
2:
Click on
Cast Your Vote or Request Materials
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Step
3:
Follow the instructions on the screen to log in.
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Step
4:
Make your selection as instructed on each screen to select delivery
preferences and vote.
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When
you go online, you can also help the environment by consenting to receive
electronic delivery of future materials.
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Obtaining a Copy of the
Proxy Materials If you want to receive a copy of these documents, you must
request one. There is no charge to you for requesting a copy. Please make your
request for a copy as instructed on the reverse side on or before April 19, 2012
to facilitate timely delivery.
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C O Y
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01EYVE
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Shareholder Meeting Notice
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XL Group plcs Annual General Meeting will be held
on April 27, 2012 at The Westbury Hotel, Grafton Street, Dublin 2, Ireland, at
8:30 a.m. local time.
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Proposals to be voted on at the meeting are listed
below along with the Board of Directors recommendations.
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The Board recommends a vote
FOR
all nominees and
FOR
Proposals 2 and 3:
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1.
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To elect, by separate resolutions, four Class II
Directors to hold office until 2015.
Nominees: Ramani Ayer, Dale R. Comey,
Robert R. Glauber, Suzanne B. Labarge
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2.
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To ratify the appointment of PricewaterhouseCoopers
LLP to act as the independent registered public accounting firm of the Company
for the year ending December 31, 2012, and the authorization of the Audit
Committee of the Board of Directors to fix the remuneration of
PricewaterhouseCoopers LLP.
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3.
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To provide a non-binding, advisory vote approving the
Companys executive compensation.
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Only the holders of record of XL Group plc Ordinary
Shares on March 7, 2012 are entitled to notice of and to vote at the meeting. If
you were a shareholder as of the record date, you may attend the Annual General
Meeting and vote in person. Shareholders may contact Georgeson at 1-800-733-6198
to obtain directions to the Annual General Meeting.
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During the meeting, the Company will present its
Irish Statutory accounts for the fiscal year ended December 31, 2011.
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PLEASE NOTE YOU CANNOT VOTE BY RETURNING THIS
NOTICE. To vote your shares you must vote online or request a paper copy of the
proxy materials to receive a proxy card. If you wish to attend and vote at the
meeting, please bring this notice along with personal identification to the
Meeting.
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Heres how to order a copy
of the proxy materials and select a future delivery preference:
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Paper copies:
Current and
future paper delivery requests can be submitted via the telephone, Internet or
email options below.
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Email copies:
Current and
future email delivery requests must be submitted via the Internet following the
instructions below. If you request an email copy of current materials you will
receive an email with a link to the materials.
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PLEASE NOTE:
You must use the
number in the shaded bar on the reverse side when requesting a set of proxy
materials.
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→
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Internet
Go to
www.envisionreports.com/XL
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Click Cast Your Vote or Request Materials. Follow the instructions to log in and
order a copy of the current meeting materials and submit your preference for
email or paper delivery of future meeting materials.
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→
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Telephone
Call us free
of charge at 1-866-641-4276 and follow the instructions to log in and order a
paper copy of the materials by mail for the current meeting. You can also submit
a preference to receive a paper copy for future meetings.
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→
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Email
Send email to
proxymaterial@georgeson.com with Proxy Materials XL Group plc in the subject
line. Include in the message your full name and address, plus the number located
in the shaded bar on the reverse, and state in the email that you want a paper
copy of current meeting materials. You can also state your preference to receive
a paper copy for future meetings.
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To facilitate timely delivery, all requests for a
paper copy of the proxy materials must be received by April 19, 2012.
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