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
Date of Report (Date of earliest event reported): May 9, 2023
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
(Address of Principal Executive Office) (Zip Code)
(441 ) 295-4513
(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:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol | Name of each exchange on which registered | ||||||
Item 5.07 Submission of Matters to a Vote of Security Holders.
The 2023 Annual General Meeting of Shareholders (the “Annual Meeting”) of the Company was held on Tuesday, May 9, 2023 in Pembroke, Bermuda. As of March 9, 2023, the record date for the Annual Meeting, there were 43,752,355 common shares, par value $1.00 per share, issued and outstanding. A quorum of 41,447,143 common shares was present or represented at the Annual Meeting.
The final results of the votes regarding the proposals described in the Proxy Statement are as follows:
1.Shareholders elected each of the Company’s four nominees for Class I director to serve until the Company’s 2026 Annual General Meeting of Shareholders, or until their earlier resignation or removal, as set forth below:
| Name | Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||||
| David C. Bushnell | 34,120,273 | 5,528,627 | 10,546 | 1,787,697 | ||||||||||
| James L. Gibbons | 36,269,191 | 3,379,107 | 11,148 | 1,787,697 | ||||||||||
| Shyam Gidumal | 39,264,595 | 384,387 | 10,464 | 1,787,697 | ||||||||||
| Torsten Jeworrek | 39,458,238 | 190,138 | 11,070 | 1,787,697 | ||||||||||
2.Shareholders approved an advisory vote on the compensation of the Company’s named executive officers as set forth in the Proxy Statement as set forth below:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||
| 37,266,279 | 2,332,651 | 60,516 | 1,787,697 | ||||||||
3.The advisory vote on the frequency of the executive compensation advisory vote was as set forth below:
| 1 Year | 2 Years | 3 Years | Abstentions | Broker Non-Votes | ||||||||||
| 38,808,788 | 23,441 | 813,128 | 14,089 | 1,787,697 | ||||||||||
4.Shareholders approved the appointment of PricewaterhouseCoopers Ltd. as the Company’s independent registered public accounting firm for the 2023 fiscal year and referred the determination of PricewaterhouseCoopers Ltd.’s remuneration to the Board of Directors of the Company, as set forth below:
| Votes For | Votes Against | Abstentions | ||||||
| 41,431,267 | 4,521 | 11,355 | ||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| RENAISSANCERE HOLDINGS LTD. | ||||||||||||||
| Date: | By: | /s/ Shannon Lowry Bender | ||||||||||||
| May 11, 2023 | Shannon Lowry Bender | |||||||||||||
| Executive Vice President, Group General Counsel and Corporate Secretary | ||||||||||||||