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GLRE > SEC Filings for GLRE > Form 8-K on 5-May-2014All Recent SEC Filings

Show all filings for GREENLIGHT CAPITAL RE, LTD.

Form 8-K for GREENLIGHT CAPITAL RE, LTD.


5-May-2014

Results of Operations and Financial Condition, Submission of Matters


Item 2.02 Results of Operations and Financial Condition

On May 5, 2014, Greenlight Capital Re, Ltd. (the "Registrant") issued a press release announcing its financial results for the first quarter March 31, 2014. 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 2014 Annual General Meeting of Shareholders on April 30, 2014. 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 2014 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, 2014.

(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 2015.

                                                               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         52,139,755       617,959     112,133     20,423,209       8,871,166           -           -             -
David Einhorn       50,356,986     2,461,371      51,490     20,423,209       8,871,166           -           -             -
Leonard Goldberg    48,489,119     4,267,685     113,043     20,423,209       8,871,166           -           -             -
Barton Hedges       51,755,464     1,001,940     112,443     20,423,209       8,871,166           -           -             -
Ian Isaacs          48,365,714     4,393,148     110,985     20,423,209       8,871,166           -           -             -
Frank Lackner       51,908,795       851,164     109,888     20,423,209       8,871,166           -           -             -
Bryan Murphy        52,135,778       623,085     110,985     20,423,209       8,871,166           -           -             -
Joseph Platt        51,904,516       869,899      95,432     20,423,209       8,871,166           -           -             -


(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 2015.

                                                               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         52,509,548       152,503     207,795     20,423,209       8,871,166           -           -             -
David Einhorn       51,332,212     1,391,455     146,180     20,423,209       8,871,166           -           -             -
Leonard Goldberg    51,260,835     1,400,668     208,344     20,423,209       8,871,166           -           -             -
Barton Hedges       52,476,382       185,448     208,017     20,423,209       8,871,166           -           -             -
Ian Isaacs          51,172,429     1,491,594     205,825     20,423,209       8,871,166           -           -             -
Frank Lackner       52,513,918       150,105     205,825     20,423,209       8,871,166           -           -             -
Bryan Murphy        52,511,259       152,764     205,825     20,423,209       8,871,166           -           -             -
Joseph Platt        52,512,141       152,155     205,550     20,423,209       8,871,166           -           -             -

(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 2015.

                                                               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    51,258,706     1,404,223     206,918     20,423,209       8,871,166           -           -             -
Philip Harkin       52,510,609       151,823     207,414     20,423,209       8,871,166           -           -             -
Barton Hedges       52,475,877       186,555     207,414     20,423,209       8,871,166           -           -             -
Frank Lackner       52,511,179       152,624     206,044     20,423,209       8,871,166           -           -             -
Caryl Traynor       52,478,569       186,330     204,947     20,423,209       8,871,166           -           -             -
Brendan Tuohy       52,509,943       153,860     206,044     20,423,209       8,871,166           -           -             -

(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, 2014.

                     Class A      Class B
For                73,050,402    8,871,166
Against               187,857            -
Abstain                54,796            -
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, 2014.

                     Class A      Class B
For                73,021,076    8,871,166
Against               201,853            -
Abstain                70,127            -
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, 2014.

                     Class A      Class B
For                73,037,413    8,871,166
Against               202,448            -
Abstain                53,195            -
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                51,393,247    8,871,166
Against             1,216,832            -
Abstain               259,768            -
Broker non-votes   20,423.209            -



Item 9.01 Financial Statements and Exhibits

(d) Exhibits

99.1 Earnings press release, " GREENLIGHT RE ANNOUNCES FIRST QUARTER 2014 FINANCIAL RESULTS ", dated May 5, 2014, issued by the Registrant.

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