Business Context and Reporting Period
Company: GREENLIGHT CAPITAL RE, LTD.
Filing Type: Form 8-K (Current Report)
Date of Report: April 25, 2018
Reporting Period: First Quarter ended March 31, 2018 (Results announced April 30, 2018)
Event: The filing reports the results of the 2018 Annual General Meeting of Shareholders and references the Q1 2018 financial results press release.
Key Financial Metrics
The filing text does not provide specific numerical values for revenue, profit, cash flow, margins, debt, or liquidity. These metrics are contained in the attached press release (Exhibit 99.1) which is incorporated by reference but not detailed within the body of this 8-K text.
Material Changes and Corporate Actions
Shareholder Voting Mechanics:
- Voting Power Adjustment: Class B ordinary shares (10 votes/share) exceeded the 9.5% total voting power cap. Excess voting power was reallocated to Class A ordinary shares.
- Ownership Cap: Class A holders are restricted from owning more than 9.9% of total voting power. Excess votes were further reallocated among other Class A holders.
Director Elections:
- Greenlight Capital Re, Ltd.: Nine directors elected (including David Einhorn, Alan Brooks, Simon Burton).
- Greenlight Reinsurance, Ltd.: Nine directors elected.
- Greenlight Reinsurance Ireland: Five directors elected.
Auditor Ratification:
- BDO USA, LLP (Registrant)
- BDO Cayman Ltd. (Greenlight Reinsurance, Ltd.)
- BDO, Registered Auditors in Ireland (Greenlight Reinsurance Ireland)
Executive Compensation: Shareholders approved the "say-on-pay" vote for executive officer compensation.
Guidance, Outlook, and Risks
The filing text does not contain specific management commentary, forward-looking guidance, risk factors, or contingencies. It explicitly states that the financial results are "furnished" and not "filed" for liability purposes under Section 18 of the Exchange Act, directing readers to the attached press release for details.
Investor Verification Checklist
- Q1 2018 Financials: Review Exhibit 99.1 (Press Release) for specific revenue, net income, and book value figures not present in this summary.
- Voting Structure: Verify the impact of the 9.5% Class B cap and 9.9% Class A cap on future proxy voting dynamics.
- Board Composition: Confirm the tenure of the newly elected directors (terms expiring at the 2019 Annual Meeting).
- Auditor Continuity: Note the ratification of BDO affiliates across the Registrant's Cayman, US, and Irish entities.