Form: 8-K

Current report filing

May 17, 2019



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 15, 2019
 RenaissanceRe Holdings Ltd.
(Exact name of registrant as specified in its charter)
Bermuda
 
001-14428
 
98-014-1974
(State or other jurisdiction of incorporation)
 
(Commission File Number)
 
(IRS Employer Identification No.)
Renaissance House
12 Crow Lane, Pembroke
Bermuda
 
HM 19
(Address of principal executive offices)
 
(Zip Code)
Registrant’s telephone number, including area code: (441) 295-4513
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:
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))
Indicate by check mark whether the registrant is an emerging growth company as defined in 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 o
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. o
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading
symbol
Name of each exchange on which registered
Common Shares, Par Value $1.00 per share
RNR
New York Stock Exchange, Inc.
Series C 6.08% Preference Shares, Par Value $1.00 per share
RNR PRC
New York Stock Exchange, Inc.
Series E 5.375% Preference Shares, Par Value $1.00 per share
RNR PRE
New York Stock Exchange, Inc.
Depositary Shares, each representing a 1/1,000th interest in a Series F 5.750% Preference Share, Par Value $1.00 per share
RNR PRF
New York Stock Exchange, Inc.




Item 5.07 Submission of Matters to a Vote of Security Holders.
The 2019 Annual General Meeting of Shareholders (the “Annual Meeting”) of RenaissanceRe Holdings Ltd. (the “Company”) was held on Wednesday, May 15, 2019 in Pembroke, Bermuda. As of March 13, 2019, the record date for the Annual Meeting, there were 42,247,927 common shares, par value $1.00 per share, issued and outstanding. A quorum of 38,413,378 common shares was present or represented at the Annual Meeting.
The final results of the votes regarding the proposals described in the Company’s definitive proxy statement for the Annual Meeting on Schedule 14A filed with the U.S. Securities and Exchange Commission on April 2, 2019 (the “Proxy Statement”) are as follows:
1.
Shareholders elected each of the Company’s four nominees for Class III director to serve until the Company’s 2022 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
Henry Klehm III
 
35,505,431
 
1,319,340
 
41,475
 
1,547,132
Valerie Rahmani
 
36,790,776
 
34,605
 
40,865
 
1,547,132
Carol P. Sanders
 
36,790,673
 
34,678
 
40,895
 
1,547,132
Cynthia Trudell
 
36,694,837
 
130,544
 
40,865
 
1,547,132
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
18,502,884
 
17,671,574
 
691,788
 
1,547,132
3.
Shareholders approved the appointment of Ernst & Young Ltd. as the Company’s independent registered public accounting firm for the 2019 fiscal year and referred the determination of Ernst & Young Ltd.’s remuneration to the Board of Directors of the Company, as set forth below:
Votes For
 
Votes Against
 
Abstentions
37,727,430
 
627,025
 
58,923






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/ Stephen H. Weinstein
May 17, 2019
 
 
 
Stephen H. Weinstein
 
 
 
 
Senior Vice President, Group General Counsel and Corporate Secretary