8-K/A: Current report filing
Published on February 4, 2022
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
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| (State or other jurisdiction of incorporation) |
(Commission File Number) |
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(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) |
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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 |
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EXPLANATORY NOTE
| Item 4.01 | Changes in Registrant’s Certifying Accountant. |
As previously reported in the Initial Form 8-K, the Audit Committee selected PwC as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2022. On February 4, 2022, when the Company filed its Annual Report on Form 10-K for the fiscal year ending December 31, 2021, EY completed its audit of the Company’s consolidated financial statements for such fiscal year, and EY’s resignation as the Company’s independent registered public accounting firm became effective immediately thereafter.
EY’s reports on the Company’s consolidated financial statements as of and for the fiscal years ended December 31, 2021 and 2020 did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles.
During the fiscal years ended December 31, 2021 and 2020, and the subsequent interim periods through February 4, 2022, there were no disagreements within the meaning of Item 304(a)(1)(iv) of Regulation S-K and the related instructions between the Company and EY on any matters of accounting principles or practices, financial statement disclosure, or auditing scope or procedure which, if not resolved to EY’s satisfaction, would have caused EY to make reference thereto in their reports, and no “reportable events” within the meaning of Item 304(a)(1)(v) of Regulation S-K.
The Company has requested that EY furnish a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the above statements. A copy of EY’s letter, dated February 4, 2022, is filed as Exhibit 16.1 to this Form 8-K.
During the fiscal years ended December 31, 2021 and 2020 and the subsequent interim periods through February 4, 2022, neither the Company nor anyone on its behalf has consulted with PwC regarding the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report nor oral advice was provided to the Company that PwC concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue, or any matter that was the subject of a disagreement (within the meaning of Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or any reportable event (within the meaning of Item 304(a)(1)(v) of Regulation S-K).
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit # |
Description |
|
| 16.1 | Letter from Ernst & Young Ltd. | |
| 101 | Pursuant to Rule 406 of Regulation S-T, the cover page information is formatted in Inline XBRL. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document and included in Exhibit 101). | |
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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 |
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| February 4, 2022 | Shannon Lowry Bender | |||||
| Senior Vice President, Group General Counsel & Corporate Secretary | ||||||
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