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EX-10.1 - EXHIBIT 10.1 - ENDURANCE SPECIALTY HOLDINGS LTDc17305exv10w1.htm
 
 

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 16, 2011

Endurance Specialty Holdings Ltd.
(Exact name of registrant as specified in its charter)

         
Bermuda   1-31599   98-032908
(State or other Jurisdiction of Incorporation)   (Commission File Number)   (IRS Employer Identification No.)
     
Wellesley House, 90 Pitts Bay Road, Pembroke HM 08, Bermuda
   
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: (441) 278-0440

 
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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
 

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Item 5.07. Submission of Matters to a Vote of Security Holders.

The 2011 Annual General Meeting of Shareholders of Endurance Specialty Holdings Ltd. (the “Company”) was held on May 11, 2011. Proxies with regard to the matters voted upon at the Annual General 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 General Meeting and the results of voting on each such matter after giving effect to the voting limitations set forth in the Company’s Amended and Restated Bye-Laws.

Proposal No. 1 — Election of Directors

Election of one Class II director and four Class III directors to the Board of Directors of Endurance Specialty Holdings Ltd.

                         
Name   Votes For     Votes Withheld     Broker Non-Votes  
William H. Bolinder
    33,418,644       190,800       1,603,068  
Susan Fleming Cabrera
    33,415,660       193,784       1,603,068  
Scott D. Moore
    33,412,105       197,339       1,603,068  
Brendan R. O’Neill
    33,421,292       188,152       1,603,068  
Robert A. Spass
    30,995,046       2,614,398       1,603,068  

Election of a slate of director designees to the Board of Directors of Endurance Specialty Insurance Ltd.

                         
Name   Votes For     Votes Withheld     Broker Non-Votes  
David S. Cash
    33,416,958       192,486       1,603,068  
John V. Del Col
    33,430,509       178,935       1,603,068  
William M. Jewett
    33,430,442       179,002       1,603,068  

Election of a slate of director designees to the Board of Directors of Endurance Worldwide Holdings Limited.

                         
Name   Votes For     Votes Withheld     Broker Non-Votes  
Alan Barlow
    33,425,269       184,175       1,603,068  
William H. Bolinder
    33,436,058       173,386       1,603,068  
David S. Cash
    33,436,058       173,386       1,603,068  
Simon Minshall
    33,434,674       174,770       1,603,068  
Brendan R. O’Neill
    33,415,580       193,864       1,603,068  

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Election of a slate of director designees to the Board of Directors of Endurance Worldwide Insurance Limited.
                         
Name   Votes For     Votes Withheld     Broker Non-Votes  
Alan Barlow
    33,436,058       173,386       1,603,068  
William H. Bolinder
    33,436,058       173,386       1,603,068  
David S. Cash
    33,436,058       173,386       1,603,068  
Simon Minshall
    33,426,303       183,141       1,603,068  
Brendan R. O’Neill
    33,436,058       173,386       1,603,068  
Proposal No. 2 — Appointment of Ernst & Young as the Company’s independent registered public accounting firm for the year ending December 31, 2011 and the authorization of the Board of Directors, acting through the Audit Committee, to set the fees for the independent auditors.
             
Votes For   Votes Against   Abstentions   Broker Non-Votes
35,035,848
  162,622   14,042   0
Proposal No. 3 — Non-binding advisory vote on the compensation of the Company’s named executive officers.
             
Votes For   Votes Against   Abstentions   Broker Non-Votes
31,198,994   1,391,778   1,018,672   1,603,068
Proposal No. 4 — Non-binding advisory vote on the frequency of which the compensation of the Company’s named executive officers will be subject to a non-binding vote of the shareholders.
                 
One Year   Two Years   Three Years   Abstentions   Broker Non-Votes
27,500,002   83,353   5,245,611   780,479   1,603,068
In accordance with the voting results listed above, the Board of Directors of the Company has determined that the Company will conduct an advisory vote on executive compensation every year until the next required vote on the frequency of shareholder votes on the compensation of executives.
Proposal No. 5 — Amendment of the Company’s 2007 Equity Incentive Plan.
             
Votes For   Votes Against   Abstentions   Broker Non-Votes
20,652,496   12,082,640   874,308   1,603,068

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Proposal No. 6 — Amendment of the Company’s Employee Share Purchase Plan.

             
Votes For   Votes Against   Abstentions   Broker Non-Votes
32,504,614   230,921   873,909   1,603,068

Proposal No. 7 — Decrease the size of the Company’s Board of Directors from 15 to 14 members.

             
Votes For   Votes Against   Abstentions   Broker Non-Votes
35,158,835   28,755   24,922   0

Item 8.01. Other Events.

On May 11, 2011, the Board of Directors of the Company approved the Fourth Amendment (the “Amendment”) to the Company’s 2007 Equity Incentive Plan (the “Plan”), to state that the number of Share Bonuses and any other Incentive Awards granted under the Plan that have no vesting requirements be limited to 5% of the total number of Ordinary Shares authorized for issuance under the Plan. Pursuant to Section 19 of the Plan and the rules of the New York Stock Exchange, the Amendment does not require the approval of the Company’s shareholders.

The foregoing summary of the terms of the Amendment do not purport to be complete and are qualified in their entirety by reference to the Amendment attached hereto as Exhibit 10.1.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits

  10.1   Fourth Amendment to 2007 Equity Incentive Plan

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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 thereunto duly authorized.

Dated: May 16, 2011

By: /s/ John V. Del Col
Name: John V. Del Col
Title: General Counsel & Secretary

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EXHIBIT INDEX

     
Exhibit No.
  Description
 
   
10.1
  Fourth Amendment to 2007 Equity Incentive Plan

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