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GLRE > SEC Filings for GLRE > Form 8-K on 7-May-2013All Recent SEC Filings

Show all filings for GREENLIGHT CAPITAL RE, LTD. | Request a Trial to NEW EDGAR Online Pro

Form 8-K for GREENLIGHT CAPITAL RE, LTD.


7-May-2013

Results of Operations and Financial Condition, Submission of Matters


Item 2.02 Results of Operations and Financial Condition

On May 6, 2013, Greenlight Capital Re, Ltd. (the "Registrant") issued a press release announcing its financial results for the first quarter ended March 31, 2013. 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 2013 Annual General Meeting of Shareholders on April 30, 2013. 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 2013 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 11, 2013.

(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 2014.

                                                               Class A                                                Class B
                                     Class A      Class A       broker                       Class B     Class B      broker
    Director        Class A For      Against      Abstain     non-votes      Class B For     Against     Abstain     non-votes
Alan Brooks         41,295,459       747,379      16,552     25,162,114       8,836,712           -           -             -
David Einhorn       39,300,824     2,745,026      13,541     25,162,114       8,836,712           -           -             -
Leonard Goldberg    38,586,227     3,457,165      16,000     25,162,114       8,836,712           -           -             -
Barton Hedges       41,237,532       805,306      16,552     25,162,114       8,836,712           -           -             -
Ian Isaacs          40,009,874     2,035,175      14,342     25,162,114       8,836,712           -           -             -
Frank Lackner       41,077,232       965,606      16,552     25,162,114       8,836,712           -           -             -
Bryan Murphy        41,228,067       814,772      16,552     25,162,114       8,836,712           -           -             -
Joseph Platt        40,918,333     1,099,684      41,374     25,162,114       8,836,712           -           -             -


(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 2014.

                                                               Class A                                                Class B
                                     Class A      Class A       broker                       Class B     Class B      broker
    Director        Class A For      Against      Abstain     non-votes      Class B For     Against     Abstain     non-votes
Alan Brooks         41,284,347       655,325     119,719     25,162,114       8,836,712           -           -             -
David Einhorn       40,321,454     1,620,954     116,984     25,162,114       8,836,712           -           -             -
Leonard Goldberg    40,284,917     1,627,723     146,751     25,162,114       8,836,712           -           -             -
Barton Hedges       41,304,643       635,029     119,719     25,162,114       8,836,712           -           -             -
Ian Isaacs          41,221,411       720,471     117,509     25,162,114       8,836,712           -           -             -
Frank Lackner       41,283,001       630,191     146,199     25,162,114       8,836,712           -           -             -
Bryan Murphy        41,217,783       722,994     118,614     25,162,114       8,836,712           -           -             -
Joseph Platt        41,190,618       724,646     144,126     25,162,114       8,836,712           -           -             -

(3) The following six 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 2014.

                                                               Class A                                                Class B
                                     Class A      Class A       broker                       Class B     Class B      broker
    Director        Class A For      Against      Abstain     non-votes      Class B For     Against     Abstain     non-votes
Leonard Goldberg    40,283,842     1,657,487     118,061     25,162,114       8,836,712           -           -             -
Philip Harkin       41,309,909       629,763     119,719     25,162,114       8,836,712           -           -             -
Barton Hedges       41,303,731       635,941     119,719     25,162,114       8,836,712           -           -             -
Frank Lackner       41,282,189       629,898     147,304     25,162,114       8,836,712           -           -             -
Caryl Traynor       41,305,745       633,927     119,719     25,162,114       8,836,712           -           -             -
Brendan Tuohy       41,312,332       628,169     118,890     25,162,114       8,836,712           -           -             -

(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, 2013.

                     Class A      Class B
For                67,159,381    8,836,712
Against                52,271            -
Abstain                 9,852            -
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, 2013.

                     Class A      Class B
For                67,150,059    8,836,712
Against                57,731            -
Abstain                13,715            -
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, 2013.

                     Class A      Class B
For                67,152,024    8,836,712
Against                53,846            -
Abstain                15,635            -
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                41,709,849    8,836,712
Against               225,436            -
Abstain               124,106            -
Broker non-votes   25,162.114            -



Item 9.01 Financial Statements and Exhibits

(d) Exhibits

99.1 Earnings press release," Greenlight Re Announces First Quarter 2013 Financial Results ", dated May 6, 2013, issued by the Registrant.

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