Earnings release Form 8K Q1 2015





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 4, 2015
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 4, 2015, Greenlight Capital Re, Ltd. (the "Registrant") issued a press release announcing its financial results for the first quarter ended March 31, 2015. 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 2015 Annual General Meeting of Shareholders on April 29, 2015. 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 2015 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 6, 2015.

(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 2016.
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
 
48,336,246

 
691,081

 
95,184

 
20,633,020

 
8,904,133

 

 

 

 
David Einhorn
 
47,089,804

 
1,966,492

 
66,216

 
20,633,020

 
8,904,133

 

 

 

 
Leonard Goldberg
 
45,374,491

 
3,673,885

 
74,135

 
20,633,020

 
8,904,133

 

 

 

 
Barton Hedges
 
48,135,624

 
912,238

 
74,649

 
20,633,020

 
8,904,133

 

 

 

 
Ian Isaacs
 
48,060,768

 
966,736

 
95,007

 
20,633,020

 
8,904,133

 

 

 

 
Frank Lackner
 
48,175,037

 
873,277

 
74,198

 
20,633,020

 
8,904,133

 

 

 

 
Bryan Murphy
 
48,308,391

 
720,303

 
93,818

 
20,633,020

 
8,904,133

 

 

 

 
Joseph Platt
 
48,128,902

 
921,556

 
72,054

 
20,633,020

 
8,904,133

 

 

 

 










(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 2016.
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
 
48,685,419

 
270,140

 
166,952

 
20,633,020

 
8,904,133

 

 

 

 
David Einhorn
 
47,344,473

 
1,641,012

 
137,026

 
20,633,020

 
8,904,133

 

 

 

 
Leonard Goldberg
 
47,457,444

 
1,520,192

 
144,875

 
20,633,020

 
8,904,133

 

 

 

 
Barton Hedges
 
48,487,082

 
488,256

 
147,174

 
20,633,020

 
8,904,133

 

 

 

 
Ian Isaacs
 
48,582,138

 
374,555

 
165,818

 
20,633,020

 
8,904,133

 

 

 

 
Frank Lackner
 
48,646,180

 
332,139

 
144,192

 
20,633,020

 
8,904,133

 

 

 

 
Bryan Murphy
 
48,655,104

 
301,821

 
165,587

 
20,633,020

 
8,904,133

 

 

 

 
Joseph Platt
 
48,650,332

 
328,494

 
143,686

 
20,633,020

 
8,904,133

 

 

 

 

(3) The following five persons were elected Directors of Greenlight Reinsurance Ireland, Ltd. by shareholders to serve for the term expiring at the Annual General Meeting of Shareholders in 2016.
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
 
48,680,897

 
271,063

 
170,552

 
20,633,020

 
8,904,133

 

 

 

 
Barton Hedges
 
48,585,751

 
390,405

 
146,355

 
20,633,020

 
8,904,133

 

 

 

 
Frank Lackner
 
48,674,689

 
303,630

 
144,192

 
20,633,020

 
8,904,133

 

 

 

 
Caryl Traynor
 
48,679,651

 
299,993

 
142,867

 
20,633,020

 
8,904,133

 

 

 

 
Brendan Tuohy
 
48,677,954

 
274,825

 
169,733

 
20,633,020

 
8,904,133

 

 

 

 

(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, 2015.
 
 
Class A
 
Class B
 
For
 
69,476,547

 
8,904,133

 
Against
 
210,946

 

 
Abstain
 
68,038

 

 
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, 2015.
 
 
Class A
 
Class B
 
For
 
69,464,767

 
8,904,133

 
Against
 
225,085

 

 
Abstain
 
65,680

 

 
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, Ltd. for the fiscal year ending December 31, 2015.
 
 
Class A
 
Class B
 
For
 
69,467,912

 
8,904,133

 
Against
 
218,453

 

 
Abstain
 
69,167

 

 
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
 
47,392,159

 
8,904,133

 
Against
 
1,486,678

 

 
Abstain
 
243,675

 

 
Broker non-votes
 
20,633,020

 

 



Item 9.01 Financial Statements and Exhibits
 
(d) Exhibits
 
99.1 Earnings press release, "GREENLIGHT RE ANNOUNCES FIRST QUARTER 2015 FINANCIAL RESULTS", dated May 4, 2015, 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 4, 2015