Form: 8-K

Current report filing

May 20, 2020

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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 20, 2020
 RenaissanceRe Holdings Ltd.
(Exact name of registrant as specified in its charter)
Bermuda
 
001-14428
 
98-0141974
(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 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))
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
The New York Stock Exchange
Series E 5.375% Preference Shares, Par Value $1.00 per share
RNR PRE
The New York Stock Exchange
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
The New York Stock Exchange
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 ☐
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. ☐






Item 5.07 Submission of Matters to a Vote of Security Holders.
The 2020 Annual General Meeting of Shareholders (the “Annual Meeting”) of RenaissanceRe Holdings Ltd. (the “Company”) was held on Monday, May 18, 2020 in Pembroke, Bermuda. As of March 13, 2020, the record date for the Annual Meeting, there were 44,114,081 common shares, par value $1.00 per share, issued and outstanding. A quorum of 38,560,689 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, 2020 (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 2023 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
 
35,657,460
 
891,884
 
46,240
 
1,965,105
James L. Gibbons
 
35,773,670
 
775,679
 
46,235
 
1,965,105
Jean D. Hamilton
 
34,967,254
 
1,582,322
 
46,008
 
1,965,105
Anthony M. Santomero
 
35,816,039
 
733,485
 
46,060
 
1,965,105

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
34,296,429
 
2,241,561
 
57,594
 
1,965,105

3.
Shareholders approved the appointment of Ernst & Young Ltd. as the Company’s independent registered public accounting firm for the 2020 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
37,096,513
 
1,412,018
 
52,158






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 20, 2020
 
 
 
Stephen H. Weinstein
 
 
 
 
Executive Vice President, Group General Counsel and Corporate Secretary