Business Context and Reporting Period
This Form 8-K reports on the results of the 2023 Annual Meeting of Shareholders held by Oxbridge Re Holdings Ltd on June 1, 2023. The company is incorporated in the Cayman Islands and its ordinary shares trade on The Nasdaq Stock Market under the symbol OXBR.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on corporate governance and shareholder voting outcomes.
Material Changes and Voting Results
On the record date of April 24, 2023, there were 5,870,234 ordinary shares outstanding. The following proposals were voted upon:
- Proposal 1 (Election of Directors): All five nominees (Sanjay Madhu, Arun Gowda, Dwight Merren, Wrendon Timothy, and Lesley Thompson) were elected. Broker non-votes totaled 2,346,825 for each nominee.
- Proposal 2 (Ratification of Auditor): The appointment of Hacker, Johnson & Smith, P.A. as independent auditor was ratified with 4,459,821 votes for and 107,610 against.
- Proposal 3 (Executive Compensation): The advisory vote on executive compensation was approved with 1,782,629 votes for and 438,532 against.
- Proposal 4 (Frequency of Compensation Vote): Shareholders recommended holding an advisory vote on executive compensation every three years (1,065,505 votes), compared to one year (884,848 votes) or two years (196,748 votes).
Guidance, Outlook, and Risks
The filing text does not provide a clear value for guidance, outlook, management commentary, risks, contingencies, or unusual items. The document serves solely to disclose the tabulation of votes from the annual meeting.
Important Facts for Investors
- Five directors were successfully elected to serve until the 2024 annual meeting.
- Shareholders approved a three-year frequency for future advisory votes on executive compensation.
- There were significant broker non-votes (2,346,825) on the director election and executive compensation proposals, indicating shares held by brokers without voting instructions on these matters.
- The independent auditor for the fiscal year ending December 31, 2023, was ratified.