UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 18, 2011
MONTPELIER RE HOLDINGS LTD.
(Exact Name of Registrant as Specified in Its Charter)
Bermuda |
|
001-31468 |
|
98-0428969 |
(State or Other Jurisdiction of |
|
(Commission File Number) |
|
(I.R.S. Employer |
Montpelier House
94 Pitts Bay Road
Pembroke HM 08
Bermuda
(Address of Principal Executive Offices)
Registrants telephone number, including area code: (441) 296-5550
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))
Item 5.07 Submission of Matters to a Vote of Security Holders.
The 2011 Annual General Meeting of Members (the 2011 Annual Meeting) of Montpelier Re Holdings Ltd. (the Company) was held on May 18, 2011. The following summarizes each of the 2011 Annual Meeting proposals and the voting results thereon:
I. Proposal for Election of Class C Directors
Our Bye-laws provide for a classified board of directors, divided into three classes of approximately equal size. Our Shareholders voted to fix the number of directors at twelve and elected four Class C directors, each of whom shall serve until (i) the Companys Annual General Meeting of Members in 2014 or (ii) his earlier resignation. The table below details the voting results.
Nominee |
|
Votes For |
|
Votes Against |
|
Abstain |
|
Non-Votes |
|
|
|
|
|
|
|
|
|
|
|
Clement S. Dwyer Jr. |
|
53,247,355 |
|
723,919 |
|
17,337 |
|
5,181,821 |
|
|
|
|
|
|
|
|
|
|
|
Christopher L. Harris |
|
53,631,248 |
|
338,675 |
|
18,688 |
|
5,181,821 |
|
|
|
|
|
|
|
|
|
|
|
J. Roderick Heller III |
|
53,254,701 |
|
716,303 |
|
17,607 |
|
5,181,821 |
|
|
|
|
|
|
|
|
|
|
|
Ian M. Winchester |
|
53,260,793 |
|
708,998 |
|
18,820 |
|
5,181,821 |
|
II. Proposal Regarding Appointment of an Independent Auditor
Our Shareholders voted to approve the appointment of PricewaterhouseCoopers as the Companys Independent Auditor for 2011, and have authorized the Companys board of directors, acting by the Companys Audit Committee, to set their remuneration. The table below details the voting results.
Votes For |
|
Votes Against |
|
Abstain |
|
Non-Votes |
|
58,288,517 |
|
833,704 |
|
48,211 |
|
0 |
|
III. Proposal Regarding Advisory Vote to Approve Executive Compensation
Our Shareholders voted to adopt the following non-binding resolution to approve the compensation of the Companys Named Executive Officers as described in the Compensation Discussion and Analysis section, the tabular disclosure regarding such compensation, and the accompanying narrative disclosure, in each case set forth in the Companys 2011 Proxy Statement for the 2011 Annual Meeting:
RESOLVED, that the compensation paid to the Companys Named Executive Officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby APPROVED.
The table below details the voting results.
Votes For |
|
Votes Against |
|
Abstain |
|
Non-Votes |
|
49,694,261 |
|
1,417,978 |
|
2,876,372 |
|
5,181,821 |
|
IV. Proposal Regarding Advisory Vote on the Frequency of Advisory Vote to Approve Executive Compensation
Our Shareholders voted to recommend that the Company provide the Shareholders with an annual advisory vote to approve compensation paid to the Companys named executive officers.
The table below details the voting results.
1YR |
|
2YRS |
|
3YRS |
|
Abstain |
|
Non-Votes |
|
47,119,811 |
|
56,995 |
|
3,935,961 |
|
2,875,844 |
|
5,181,821 |
|
The Board of Directors has determined that a non-binding, advisory vote on the compensation of the Companys named executive officers will occur on an annual basis until the next required advisory vote on the frequency of advisory votes to approve executive compensation.
SIGNATURE
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.
|
|
Montpelier Re Holdings Ltd. | |
|
|
(Registrant) | |
|
|
|
|
|
|
|
|
May 19, 2011 |
|
By: |
/s/ Jonathan B. Kim |
Date |
|
Name: |
Jonathan B. Kim |
|
|
Title: |
General Counsel and Secretary |