Search the web
Welcome, Guest
[Sign Out, My Account]
EDGAR_Online

Quotes & Info
Enter Symbol(s):
e.g. YHOO, ^DJI
Symbol Lookup | Financial Search
AHL > SEC Filings for AHL > Form 8-K on 24-Apr-2013All Recent SEC Filings

Show all filings for ASPEN INSURANCE HOLDINGS LTD | Request a Trial to NEW EDGAR Online Pro

Form 8-K for ASPEN INSURANCE HOLDINGS LTD


24-Apr-2013

Results of Operations and Financial Condition, Change in Directors o


Item 2.02 - Results of Operations and Financial Condition

On April 24, 2013, Aspen Insurance Holdings Limited ("Aspen" or the "Company") issued a press release announcing results for the quarter ended March 31, 2013, which has been attached as Exhibit 99.1. In addition, a copy of the Aspen Insurance Holdings Limited Earnings Release Supplement for the quarter ended March 31, 2013 is attached hereto as Exhibit 99.2.



Item 5.02 - Departure of Directors or Certain Officers; Election of Directors; Compensatory Arrangements of Certain Officers

On April 24, 2013, Aspen announced that Mr. Gary Gregg has been appointed to its Board of Directors (the "Board") as a Class II director.

The attached press release, furnished as Exhibit 99.3 to this Current Report on Form 8-K, provides additional information. Following the appointment of Mr. Gregg and the resignations of Messrs. Cormack and Cusack (as disclosed on Form 8-K filed on February 7, 2013), Aspen will have 11 Directors on its Board. Mr. Gregg will be a member of the Board's Compensation and Audit Committees. The Board has determined that Mr. Gregg is an independent Director pursuant to the NYSE Corporate Governance Standards applicable to U.S. domestic issuers.

Under Aspen's Bye-Laws, the appointment of Mr. Gregg will be subject to shareholder vote at Aspen's 2014 Annual General Meeting, at which Mr. Gregg will be standing for election as a Class II Director. As a non-executive director, Mr. Gregg is entitled to receive the same level of fees and benefits as other Aspen non-executive directors, including for committee appointments. For additional information, please see our Definitive Proxy Statement filed on March 13, 2013.



Item 5.07 - Submission of Matters to a Vote of Security Holders

On April 24, 2013, Aspen Insurance Holdings Limited held its Annual General Meeting. Proxies were solicited by our management in connection with our 2013 Annual General Meeting. The voting results are set out below and there were no broker non-votes.

(1) Proposal regarding the re-election of Messrs. Richard Bucknall, Peter O'Flinn and Ronald Pressman as Class III directors of the Company and the election of Mr. Gordon Ireland as a Class III director of the Company until 2016.

                                                  Votes      Broker
                Nominee            Votes For    Withheld    Non-Votes
                Richard Bucknall   62,848,360   1,613,066       0
                Peter O'Flinn      56,225,284   8,236,142       0
                Ronald Pressman    62,903,369   1,558,057       0
                Gordon Ireland     64,197,323    264,103        0

(2) Proposal regarding the approval of the compensation of the Company's Named Executive Officers, as disclosed in the Definitive Proxy Statement, filed on March 13, 2013, as part of the non-binding advisory vote for Say-On-Pay.

                                                              Votes        Votes       Broker
                                              Votes For      Against     Abstained    Non-Votes
Approval of Named Executive Officers'
Compensation                                  60,360,466    4,003,532     97,428          0



(3) Proposal regarding the approval of the frequency of future Say-On-Pay Votes as part of the non-binding advisory vote for Say-On-Frequency.

                                                                  Votes      Broker
                               1 YEAR     2 YEARS    3 YEARS    Abstained   Non-Votes
     Say-On-Frequency Vote   60,162,427   60,874    4,153,179    84,946         0

(4) Proposal regarding the approval of the 2013 Share Incentive Plan

                                                       Votes        Votes      Broker
                                        Votes For     Against     Abstained   Non-Votes
Approval of 2013 Share Incentive Plan   49,620,524   12,585,713   2,225,189       0

(5) Proposal regarding the Appointment of the Company's Independent Registered Public Accounting Firm, KPMG Audit PLC.

                                                Votes          Votes          Broker
                              Votes For        Against       Abstained       Non-Votes
       Appointment of KPMG     63,932,004       454,558          74,864               0



Item 7.01 - Regulation FD Disclosure

On April 24, 2013, Aspen issued a press release announcing results for the quarter ended March 31, 2013 which has been attached as Exhibit 99.1. In addition, a copy of the Aspen Insurance Holdings Limited Earnings Release Supplement for the quarter ended March 31, 2013 is attached hereto as Exhibit 99.2.

On April 24, 2013, Aspen also issued a press release announcing the appointment of Mr. Gary Gregg to the Board, which has been attached as Exhibit 99.3.



Item 9.01 - Financial Statements and Exhibits

(d) The following exhibits are furnished under Items 7.01 and 2.02 as part of this report:

99.1 Press Release of the Registrant, dated April 24, 2013.

99.2 Earnings Release Supplement for the quarter ended March 31, 2013.

The following exhibit is furnished under Item 7.01 as part of this report:

99.3 Press Release of the Registrant dated April 24, 2013.

The information furnished under Item 7.01 "Regulation FD Disclosure" and Item 2.02 "Results of Operations and Financial Condition" shall not be deemed "filed" for purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.


  Add AHL to Portfolio     Set Alert         Email to a Friend  
Get SEC Filings for Another Symbol: Symbol Lookup
Quotes & Info for AHL - All Recent SEC Filings
Sign Up for a Free Trial to the NEW EDGAR Online Pro
Detailed SEC, Financial, Ownership and Offering Data on over 12,000 U.S. Public Companies.
Actionable and easy-to-use with searching, alerting, downloading and more.
Request a Trial      Sign Up Now


Copyright © 2014 Yahoo! Inc. All rights reserved. Privacy Policy - Terms of Service
SEC Filing data and information provided by EDGAR Online, Inc. (1-800-416-6651). All information provided "as is" for informational purposes only, not intended for trading purposes or advice. Neither Yahoo! nor any of independent providers is liable for any informational errors, incompleteness, or delays, or for any actions taken in reliance on information contained herein. By accessing the Yahoo! site, you agree not to redistribute the information found therein.