Business Context and Reporting Period
This Form 8-K reports the results of the 2022 Annual General Meeting of Shareholders held by Greenlight Capital Re, Ltd. on July 26, 2022. The filing details the election of directors for the Registrant and its subsidiaries (Greenlight Reinsurance, Ltd. and Greenlight Reinsurance Ireland, DAC), the ratification of independent auditors, and the outcome of a non-binding "say-on-pay" vote.
Key Financial Metrics
This filing is a current report regarding corporate governance and shareholder voting. It does not provide financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. Investors should refer to the company's most recent Form 10-K or 10-Q for financial statements.
Material Changes and Voting Results
The filing outlines specific voting mechanics and results:
- Voting Power Adjustment: Due to the Articles of Association, the total voting power of Class B ordinary shares was capped at 9.5% of the total voting power. Excess voting power was reallocated to Class A ordinary shares, subject to a 9.9% ownership limit per holder.
- Director Elections:
- Greenlight Capital Re, Ltd.: Nine directors were elected, including Simon Burton, David Einhorn, Johnny Ferrari, Ursuline Foley, Leonard Goldberg, Victoria Guest, Ian Isaacs, Bryan Murphy, and Joseph Platt.
- Greenlight Reinsurance, Ltd.: The same nine individuals were elected as directors.
- Greenlight Reinsurance Ireland, DAC: Six directors were elected: Michael Brady, Lesley Caslin, Neil Greenspan, Bryan Murphy, Patrick O'Brien, and Daniel Roitman.
- Auditor Ratification: Shareholders ratified the appointment of Deloitte Ltd. (Registrant), Deloitte & Touche LLP (Greenlight Reinsurance, Ltd.), and Deloitte Ireland LLP (Greenlight Reinsurance Ireland, DAC) as independent auditors for the fiscal year ending December 31, 2022.
- Say-on-Pay: The non-binding vote on executive compensation received majority approval from both Class A and Class B shareholders.
Guidance, Outlook, and Risks
This filing contains no management commentary, financial guidance, outlook, or discussion of risks and contingencies. It is strictly a disclosure of shareholder voting outcomes.
Key Facts for Investor Verification
- Verify the specific voting thresholds and the application of the 9.5% Class B cap and 9.9% Class A limit in the company's Articles of Association.
- Confirm the terms of office for the newly elected directors (expiring at the 2023 Annual General Meeting).
- Review the Proxy Statement dated April 28, 2022, referenced in the filing for detailed background on the director nominees and proposals.
- Note that the "say-on-pay" vote was non-binding but received majority support.