Form 8K for Q1 earnings release





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
 
April 25, 2012
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 April 30, 2012, Greenlight Capital Re, Ltd. (the "Registrant") issued a press release announcing its financial results for the first quarter ended March 31, 2012. 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 2012 Annual General Meeting of Shareholders on April 25, 2012. 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 2012 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 8, 2012.

(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 2013.
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
 
47,730,978

 
388,054

 
19,514

 
20,049,661

 
8,818,517

 

 

 

 
David Einhorn
 
36,175,501

 
11,956,704

 
6,340

 
20,049,661

 
8,818,517

 

 

 

 
Leonard Goldberg
 
35,357,541

 
12,762,184

 
18,820

 
20,049,661

 
8,818,517

 

 

 

 
Barton Hedges
 
37,402,938

 
10,717,620

 
17,988

 
20,049,661

 
8,818,517

 
 
 
 
 
 
 
Ian Isaacs
 
31,280,196

 
16,839,099

 
19,250

 
20,049,661

 
8,818,517

 

 

 

 
Frank Lackner
 
47,513,890

 
607,917

 
16,739

 
20,049,661

 
8,818,517

 

 

 

 
Bryan Murphy
 
45,947,080

 
2,158,225

 
33,240

 
20,049,661

 
8,818,517

 

 

 

 
Joseph Platt
 
45,841,139

 
2,264,167

 
33,240

 
20,049,661

 
8,818,517

 

 

 

 










(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 2013.
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
 
47,725,717

 
278,305

 
134,523

 
20,049,661

 
8,818,517

 

 

 

 
David Einhorn
 
46,184,118

 
1,830,304

 
124,124

 
20,049,661

 
8,818,517

 

 

 

 
Leonard Goldberg
 
46,168,877

 
1,834,313

 
135,356

 
20,049,661

 
8,818,517

 

 

 

 
Barton Hedges
 
47,403,509

 
600,514

 
134,523

 
20,049,661

 
8,818,517

 
 
 
 
 
 
 
Ian Isaacs
 
44,288,744

 
3,714,016

 
135,786

 
20,049,661

 
8,818,517

 

 

 

 
Frank Lackner
 
47,508,352

 
495,671

 
134,523

 
20,049,661

 
8,818,517

 

 

 

 
Bryan Murphy
 
46,019,757

 
1,970,262

 
148,527

 
20,049,661

 
8,818,517

 

 

 

 
Joseph Platt
 
45,910,938

 
2,079,081

 
148,527

 
20,049,661

 
8,818,517

 

 

 

 

(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 2013.
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
 
Leonard Goldberg
 
46,287,768

 
1,831,957

 
18,820

 
20,049,661

 
8,818,517

 

 

 

 
Philip Harkin
 
47,850,765

 
269,793

 
17,988

 
20,049,661

 
8,818,517

 
 
 
 
 
 
 
Barton Hedges
 
47,548,723

 
573,084

 
16,739

 
20,049,661

 
8,818,517

 

 

 

 
Frank Lackner
 
47,716,822

 
403,736

 
17,988

 
20,049,661

 
8,818,517

 

 

 

 
David Maguire
 
47,839,389

 
282,972

 
16,185

 
20,049,661

 
8,818,517

 

 

 

 
Brendan Tuohy
 
47,840,624

 
281,183

 
16,739

 
20,049,661

 
8,818,517

 

 

 

 

(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, 2012.
 
 
Class A
 
Class B
 
For
 
67,704,325

 
8,818,517

 
Against
 
453,236

 

 
Abstain
 
30,646

 

 
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, 2012.
 
 
Class A
 
Class B
 
For
 
67,688,624

 
8,818,517

 
Against
 
447,459

 

 
Abstain
 
52,124

 

 
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, 2012.
 
 
Class A
 
Class B
 
For
 
67,692,089

 
8,818,517

 
Against
 
451,610

 

 
Abstain
 
44,508

 

 
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
 
33,841,647

 
8,818,517

 
Against
 
11,796,887

 

 
Abstain
 
2,500,012

 

 
Broker non-votes
 
20,049.661

 

 


Item 9.01 Financial Statements and Exhibits
 
(d) Exhibits
 
99.1 Earnings press release, "Greenlight Re Announces First Quarter End 2012 Financial Results", dated April 30, 2012, 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:
April 30, 2012