AGM Results May 5, 2015


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 8, 2015 (May 5, 2015)
 
 THIRD POINT REINSURANCE LTD.
(Exact name of registrant as specified in its charter)
 
 
 
 
 
 
 
 
Bermuda
 
001-36052
 
98-1039994
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(I.R.S. Employer
Identification No.)
The Waterfront, Chesney House
96 Pitts Bay Road
Pembroke HM 08 Bermuda
(Address of principal executive offices and Zip Code)
Registrant’s telephone number, including area code: +1 441 542-3300
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))







 
 
 
Item 5.07
Submissions of Matters to a Vote of Security Holders

Third Point Reinsurance Ltd. (the "Company") held its Annual General Meeting of Shareholders on May 5, 2015 (the "Annual Meeting").

Proxies with regard to the matters voted upon at the Annual Meeting were solicited under Regulation 14A of the Securities Exchange Act of 1934, as amended. Set forth below is a brief description of each matter voted upon at the Annual Meeting and the results of voting on each such matter.

(i)    The election of three Class II directors to the Company's Board of Directors to hold office until the Annual General Meeting of Shareholders to be held in 2018, or until their respective offices shall otherwise be vacated pursuant to the Company's Bye-laws. There was no solicitation in opposition to any of the nominees listed in the proxy statement and all of the nominees were elected.

Director Name    
For
Withheld
Broker Non-Votes
John R. Berger (Class II)

71,400,847
5,623,065
12,473,417
Mark Parkin (Class II)

71,727,831
5,296,081
12,473,417
Joshua L. Targoff (Class II)

70,859,503
6,164,409
12,473,417
                            
(ii)    The election of certain individuals as Designated Company Directors (as defined in the proxy statement) of certain of the Company's non-U.S. subsidiaries, as required by the Company's Bye-Laws. There was no solicitation in opposition to any of the nominees listed in the proxy statement and all of the nominees were elected.
    
For
 
Against
 
Abstain
 
Broker Non-Votes
76,863,023
 
113,324
 
47,565
 
12,473,417
                        
(iii)    The shareholders approved, by a non-binding advisory vote, the compensation paid to the Company's named executive officers as set forth below.     
For
 
Against
 
Abstain
 
Broker Non-Votes
73,046,834
 
3,915,161
 
61,917
 
12,473,417

(iv)    The shareholders voted, by a non-binding advisory vote, on the frequency of future "Say on Pay" proposals on executive compensation as set forth below.     
    
One Year
 
Two Years
 
Three Years
 
Abstain
 
Broker Non-Votes
21,246,396
 
422,510
 
55,279,435
 
75,571
 
0

(v)    The approval of the appointment of Ernst & Young Ltd., an independent registered public accounting firm, as the Company's independent auditor to serve until the annual general meeting to be held in 2016, and the authorization of the Company's Board of Directors, acting by the Audit Committee, to determine the independent auditor’s remuneration.

For
 
Against
 
Abstain
 
Broker Non-Votes
89,157,842
 
83,749
 
255,738
 
0





SIGNATURES

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 hereunto duly authorized.


 
 
 
 
Date: May 8, 2015
 
/s/ J. Robert Bredahl
 
 
Name:
J. Robert Bredahl
 
 
Title:
President and Chief Operating Officer